false 0001294133 0001294133 2021-12-10
2021-12-10
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
Date of Report (Date of earliest event reported): December 10,
2021
INOGEN, INC.
(Exact name of Registrant as Specified in Its Charter)
Delaware
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001-36309
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33-0989359
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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301 Coromar Drive,
Goleta, CA
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93117
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s Telephone Number, Including Area Code: (805)
562-0500
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):
☐
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.001 par value
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INGN
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The NASDAQ Stock Market LLC
(NASDAQ Global Select Market)
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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.
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Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
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Separation of Chief Financial Officer
On December 10, 2021, Alison Bauerlein Executive Vice President,
Finance, Chief Financial Officer, and Treasurer, notified Inogen,
Inc. (the “Company”) of her intention to step down as an officer of
the Company effective upon the date a new Chief Financial Officer
and Treasurer commences employment, which occurred on December 13,
2021, and has entered into a transition agreement whereby she will
provide transition services to the Company through no later than
April 1, 2022.
Appointment of Interim Chief Financial Officer
Effective December 13, 2021, the Company’s board of directors (the
“Board”) appointed Michael K. Sergesketter to serve as the
Company’s interim Executive Vice President, Chief Financial Officer
and Treasurer.
Most recently, Mr. Michael K. Sergesketter served as the Vice
President and Chief Financial Officer at Kimball Electronics, Inc.,
an electronics manufacturing company, from October 2014 to July
2021. Prior to the spin-off of Kimball Electronics, Mr.
Sergesketter served as the Vice President and Chief Financial
Officer for Kimball Electronics Group, Inc., an electronics
manufacturing company, from July 1996 to October
2014. Prior to Kimball Electronics Group, Mr.
Sergesketter served as Vice President of Audit and Management
Services at Kimball International, Inc., a commercial furnishings
company, from January 1991 to June 1996. Prior to that, Mr.
Sergesketter held various internal audit roles at Kimball
International, Inc. from June 1981 to January 1991. Mr.
Sergesketter holds a B.S. in accounting from University of Southern
Indiana.
Interim Chief Financial Officer Compensation Arrangements
On December 10, 2021, the Board, upon the recommendation of the
Company’s Compensation Committee, approved Mr. Sergesketter’s offer
letter. The offer letter has an initial term of two months and
automatically extends on a month-to-month basis thereafter and
provides that Mr. Sergesketter is an at-will employee. The offer
letter provides that Mr. Sergesketter’s base compensation shall be
$40,000 per month in cash, that he shall be eligible to receive
employment benefits pursuant to the Company’s benefit plans as in
effect, and that upon satisfactorily completing the employment term
and returning all company property, Mr. Sergesketter will be
eligible to receive a $10,000 gross completion bonus in cash.
The summary of Mr. Sergesketter’s offer letter set forth above
does not purport to be complete and is qualified in its entirety by
reference to the full text of the offer letter, which is attached
to this Current Report on Form 8-K as Exhibit 10.1 and incorporated
by reference herein.
In addition, the Company has entered into its standard form of
indemnification agreement with Mr. Sergesketter. The form
indemnification agreement was filed with the Securities and
Exchange Commission on November 27, 2013 as Exhibit 10.1 to the
Company’s Registration Statement on Form S-1 and is
incorporated herein by reference. Mr. Sergesketter has
no direct or indirect material interest in any transaction required
to be disclosed pursuant to Item 404(a) of Regulation S-K
promulgated under the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), nor are any such transactions currently
proposed. There is no arrangement or understanding
between Mr. Sergesketter or any other person pursuant to
which Mr. Sergesketter was selected as an officer of the
Company. There are no family relationships between Mr.
Sergesketter and any of the Company’s directors or executive
officers.
Alison Bauerlein Transition Agreement
As stated above, in connection with Ms. Bauerlein’s separation from
the Company as Executive Vice President, Finance, Chief Financial
Officer, and Treasurer, Ms. Bauerlein and the Company entered into
a transition agreement and release, whereby Ms. Bauerlein agreed to
provide transition services to the Company as a non-executive
employee until, at the latest, April 1, 2022.
The transition agreement provides that during the period Ms.
Bauerlein provides these transition services, she will continue to
receive her current base salary, receive employment benefits
pursuant to the Company’s benefit plans as in effect, and vest in
her Company equity awards according to their terms and shall be
eligible to receive a discretionary annual performance bonus award
corresponding to fiscal year 2021 determined pursuant to the
Company’s management incentive plan.
The transition agreement also provides that subject to (i)
Ms. Bauerlein’s
execution of the transition agreement and her timely execution of
the supplemental release agreement attached to the transition
agreement following the termination of her employment with the
Company, (ii) both agreements going into effect and (iii) her
fulfillment of all of the terms and conditions of both agreements,
the Company will (a) provide for the continuation of
payments of her base salary for 12 months from the effective date
of her separation, (b) provided she satisfactorily performs her
transition duties, a cash lump sum payment of $60,000,
(c) reimburse her for the premium payments she makes for COBRA
coverage in an amount equal to the Company-paid portion for such
benefits as of immediately before the date her employment
terminates for a period of up to 18 months (or taxable monthly
payments for the equivalent period in the event the Company
determines that the COBRA subsidy could violate applicable law),
and (d)
extend the post-termination exercise period of Ms. Bauerlein’s
stock options that are outstanding and vested as of the separation
date to the date that is one year following the separation date,
or, if earlier, the maximum term of the stock option.
The summary of Ms. Bauerlein’s transition agreement set forth above
does not purport to be complete and is qualified in its entirety by
reference to the full text of the transition agreement, which is
attached to this Current Report on Form 8-K as Exhibit 10.2 and
incorporated by reference herein.
Item
7.01.
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Regulation FD Disclosure.
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On December 13, 2021, the Company issued a press release announcing
the resignation and appointment described in this Current Report on
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 Section
18 of the Exchange Act, or incorporated by reference in any filing
under the Securities Act of 1933, as amended, or the Exchange Act,
regardless of any general incorporation language in such filing,
unless expressly incorporated by specific reference in such
filing.
Item 9.01.
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Financial Statements and Exhibits.
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(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 hereunto duly authorized.
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INOGEN, INC.
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Date: December 13, 2021
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By:
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/s/ Nabil Shabshab
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Nabil Shabshab
Chief Executive Officer and President
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