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

INOGEN, INC.

(Exact name of Registrant as Specified in Its Charter)

(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:

Securities registered pursuant to Section 12(b) of the Act:

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.

The board of directors (the “Board”) of Inogen, Inc. (the “Company”) previously approved, subject to stockholder approval, the Company’s Amended and Restated 2023 Equity Incentive Plan (the “Amended and Restated 2023 Equity Incentive Plan”). At the Annual Meeting (as defined in Item 5.07 below), the Company’s stockholders approved the Amended and Restated 2023 Equity Incentive Plan. The Amended and Restated 2023 Equity Incentive Plan incorporates amendments to increase the number of shares of common stock of the Company (“Common Stock”) available for issuance thereunder by an additional 1,200,000 shares and to remove “liberal” share counting rules for stock options, stock appreciation rights or other awards.

The Amended and Restated 2023 Equity Incentive Plan became effective immediately upon approval by the Company’s stockholders. The other terms of the 2023 Equity Incentive Plan remain unchanged. The Amended and Restated 2023 Equity Incentive Plan permits the Board, or a committee thereof, to grant to eligible employees, non-employee directors, and consultants of the Company stock options, restricted stock, restricted stock units, stock appreciation rights, performance units, and performance shares. The Board may select Amended and Restated 2023 Equity Incentive Plan participants and determine the nature and amount of awards to be granted.

The material terms of the Amended and Restated 2023 Equity Incentive Plan are described in “Proposal No. 4 – Approval of the Amended and Restated 2023 Equity Incentive Plan” in the Company’s definitive proxy statement on Schedule 14A filed with the United States Securities and Exchange Commission on April 18, 2024, which description is incorporated herein by reference.

The form of stock option agreement, form of restricted stock unit agreement (time-based) and the form of restricted stock unit agreement (performance-based) for use with the 2023 Equity Incentive Plan set forth the standard terms and conditions that apply to grants of these types of awards pursuant to the 2023 Equity Incentive Plan, although awards may be granted under the 2023 Equity Incentive Plan that deviate from these standard terms and conditions.

The foregoing descriptions of the Amended and Restated 2023 Equity Incentive Plan and the forms of award agreements thereunder are qualified in their entirety by reference to the text of the Amended and Restated 2023 Equity Incentive Plan and the forms of award agreements, which are filed as Exhibits 10.1, 10.2, 10.3 and 10.4 to this Current Report on Form 8-K and are incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Company held its 2024 annual meeting of stockholders on June 5, 2024 (the “Annual Meeting”). Of the 23,546,871 shares of the Company’s common stock outstanding as of the record date of April 8, 2024, 19,298,098 shares were represented at the Annual Meeting, either by proxy or by attending the meeting, constituting approximately 81.95% of the outstanding shares of common stock. The matters voted on at the Annual Meeting and the votes cast with respect to each such matter are set forth below:

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 thereunto duly authorized.