9.  Subsequent Events

Securities class action lawsuit

On March 13 and March 19, 2015, plaintiffs Brad Christi and Roger D. Holford each filed, respectively, a lawsuit against Inogen, Raymond Huggenberger, Inogen’s President and Chief Executive Officer, and Alison Bauerlein, Inogen’s Executive Vice President and Chief Financial Officer, in the United States District Court for the Central District of California on behalf of a purported class of purchasers of our securities between November 12, 2014 and March 11, 2015. The complaints allege that Inogen, Mr. Huggenberger and Ms. Bauerlein violated Section 10(b) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 promulgated thereunder, and that Mr. Huggenberger and Ms. Bauerlein violated Section 20(a) of the Securities Exchange Act of 1934.  Specifically, the complaints allege that during the purported class period our financial statements and disclosures concerning internal controls over financial reporting were materially false and misleading.  The complaints seek compensatory damages in an unspecified amount, costs and expenses, including attorneys’ fees and expert fees, prejudgment and post-judgment interest and such other relief as the court deems proper.  The deadline for motions for appointment as lead plaintiff is May 12, 2015.  On May 7, 2015, plaintiff Roger D. Holford filed a notice of voluntary dismissal without prejudice pursuant to Federal Rule of Civil Procedure Rule 41(a)(1)(A) in the second filed action.  We intend to vigorously defend ourselves against these allegations.  We are currently unable to predict the outcome of the first filed lawsuit and therefore cannot determine the likelihood of loss nor estimate a range of possible loss.

Notice from NASDAQ

On April 15, 2015, (“National Association of Securities Dealers Automated Quotations”) NASDAQ sent a standard notice to the Company stating that it was not in compliance with NASDAQ Listing Rule 525(c)(1), which requires timely filing of periodic financial reports with the Securities and Exchange Commission.  The April 15, 2015 letter was sent as a result of the Company’s delay in filing its Annual Report on Form 10-K for its fiscal year ended December 31, 2014, which the Company announced via a Form 8-K filing on April 14, 2015.  The NASDAQ notice had no immediate effect on the listing or trading of Inogen’s common stock on the NASDAQ Global Select market.  The Company received a notice on April 29, 2015 that it was now in compliance with NASDAQ Listing Rule 525(c)(1) by filing its Annual Report on Form 10-K for its fiscal year ended December 31, 2014 on April 27, 2015. The Company will not be eligible to raise additional capital on Form S-3 for twelve calendar months from the date of the late filing and instead would need to file Form S-1.

Stock Option Grants

The compensation, nominating and governance committee approved grants of 580,000 options to certain executive and key personnel on May 6, 2015, and 3,330 options to certain sales representatives on May 8, 2015 from the 2014 Plan.  The options are expected to be granted and issued on May 15, 2015, with a closing stock price as listed on the NASDAQ on that date.