As filed with the Securities and Exchange Commission on March 1, 2024
Registration Statement No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
Inogen, Inc.
(Exact name of registrant as specified in its charter)
Delaware |
33-0989359 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
859 Ward Drive
Goleta, California 93111
(Address of principal executive offices)
Inogen, Inc. 2014 Employee Stock Purchase Plan
(Full title of the plan)
Kevin Smith
Chief Executive Officer and President
Inogen, Inc.
859 Ward Drive
Goleta, California 93111
(Name and address of agent for service)
(805) 562-0500
(Telephone number, including area code, of agent for service)
Copies to:
Patrick J. Pazderka |
Jason Somer |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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☐ |
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Emerging growth company |
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☐ |
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 7(a)(2)(B) of the Securities Act. ☐
This Registration Statement registers on Form S-8 (the “Registration Statement”) 179,069 shares of Common Stock reserved for issuance pursuant to future awards under the Registrant’s 2014 Employee Stock Purchase Plan (the “2014 ESPP”) as a result of the annual evergreen increase under the 2014 ESPP. In accordance with Section E of the General Instructions to Form S-8, the contents of the previous registration statements on Form S-8 filed by the Registrant with the Securities and Exchange Commission (the “Commission”) on (i) February 18, 2014 (File No. 333-194016), (ii) May 4, 2015 (File No. 333-203842), (iii) March 14, 2016 (File No. 333-210175), (iv) March 1, 2017 (File No. 333-216352), (v) February 28, 2018 (File No. 333-223280), and (vi) February 24, 2023 (File No. 333-270009), are incorporated by reference herein. In accordance with the instructional note to Part I of Form S-8 as promulgated by the Commission, the information specified by Part I of Form S-8 has been omitted from this Registration Statement.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Registrant hereby incorporates by reference into this Registration Statement the following documents previously filed with the Commission:
(1) The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the Commission on March 1, 2024 (the “Annual Report”) pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”);
(2) All other reports filed with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrant’s Annual Report (other than the portions of these documents not deemed to be filed); and
(3) The description of the Registrant’s common stock contained in the Company’s Registration Statement on Form 8-A (File No. 001-36309) filed with the Commission on February 10, 2014, pursuant to Section 12(b) of the Exchange Act, including any amendment or report filed for the purpose of updating such description.
All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act on or after the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents; provided, however, that documents or information deemed to have been furnished and not filed in accordance with the rules of the Commission shall not be deemed incorporated by reference into this Registration Statement. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Under no circumstances will any information furnished under current items 2.02 or 7.01 of Form 8-K be deemed incorporated herein by reference unless such Form 8-K expressly provides to the contrary.
Item 8. Exhibits.
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Incorporated by Reference |
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Exhibit |
Description |
Form |
File No. |
Exhibit |
Filing Date |
4.1 |
S-1/A |
333-192605 |
4.1 |
1/16/14 |
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4.2+ |
S-1/A |
333-192605 |
10.8 |
1/28/14 |
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5.1* |
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23.1* |
Consent of Deloitte and Touche, LLP, Independent Registered Public Accounting Firm. |
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23.2* |
Consent of Fox Rothschild LLP (contained in Exhibit 5.1 hereto). |
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24.1* |
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107* |
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+ Indicates management contract or compensatory plan, contract or arrangement.
* Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Goleta, State of California, on March 1, 2024.
INOGEN, INC. |
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By: |
/s/ Kevin Smith |
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Kevin Smith |
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Chief Executive Officer, President and Director (Principal Executive Officer) |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Kevin Smith and Michael Sergesketter, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities (including his or her capacity as a director and/or officer of Inogen, Inc.) to sign the Registration Statement on Form S-8 of Inogen, Inc., and any and all amendments (including post-effective amendments) thereto, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as they, he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their, his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature |
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Title |
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Date |
/s/ Kevin Smith |
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Chief Executive Officer, President and Director (Principal Executive Officer) |
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March 1, 2024 |
Kevin Smith |
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/s/ Michael Sergesketter |
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Chief Financial Officer (Principal Accounting and Financial Officer) |
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March 1, 2024 |
Michael Sergesketter |
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/s/ Elizabeth Mora |
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Chairperson of the Board |
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March 1, 2024 |
Elizabeth Mora |
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/s/ Heather Rider |
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Director |
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March 1, 2024 |
Heather Rider |
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/s/ Thomas West |
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Director |
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March 1, 2024 |
Thomas West |
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/s/ Glenn Boehnlein |
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Director |
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March 1, 2024 |
Glenn Boehnlein |
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/s/ Kevin King |
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Director |
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March 1, 2024 |
Kevin King |
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/s/ Mary Kay Ladone |
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Director |
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March 1, 2024 |
Mary Kay Ladone |
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