Current Report Filing (8-k)
November 02 2022 - 08:02AM
Edgar (US Regulatory)
--12-310001294133Inogen
Incfalse00012941332022-10-272022-10-27
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
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Date of Report (Date of earliest event reported):
October 27, 2022
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INOGEN, INC.
(Exact name of Registrant as Specified in Its Charter)
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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
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Goleta,
California
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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
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(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:
☐Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
☐Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
☐Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
☐Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the
Act:
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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
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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 2.02 Results of Operations and Financial Condition.
On November 2, 2022, Inogen, Inc. (the "Company") issued a press
release reporting its financial results for the third quarter ended
September 30, 2022. A copy of the press release is furnished
herewith as Exhibit 99.1 to this Current Report on Form
8-K.
The information furnished in this Current Report under Item 2.02
and the exhibit attached hereto shall not be deemed “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), or incorporated by reference in any
filing under the Securities Act of 1933, as amended (the
"Securities Act"), or the Exchange Act, except as shall be
expressly set forth by specific reference in such a
filing.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
On October 27, 2022, the Board of Directors (the “Board”) of the
Company, acting upon the recommendation of the Nominating and
Governance Committee of the Board, amended and restated the
Company’s amended and restated bylaws, effective immediately. The
bylaws were amended and restated, among other things,
to:
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revise the procedures and requirements for the nomination of
directors and the submission of proposals for consideration at
meetings of stockholders, including by adding a requirement that a
stockholder seeking to nominate director(s) at a meeting of
stockholders deliver to the Company reasonable evidence that it has
complied with the requirements of Rule 14a-19 of the Exchange Act
no later than five business days before the meeting;
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revise certain additional procedures related to stockholder
meetings to conform to the provisions of the Delaware General
Corporation Law, as recently amended (the “DGCL”);
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include forum selection provisions providing that (i) the Court of
Chancery of the State of Delaware shall be the sole and exclusive
forum for certain corporate law-related claims and (ii) the federal
courts shall be the sole and exclusive forum for claims brought
under the Securities Act;
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revise the provision regarding board action by unanimous written
consent in lieu of a meeting to conform to the provisions of the
DGCL;
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revise the provisions regarding advanced payment of expenses and
indemnification;
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update various provisions regarding directors, board committees and
officers; and
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make various updates throughout to conform to current Delaware law
(including the recent amendments to the DGCL) and to make
ministerial changes, clarifications, and other conforming
revisions.
The foregoing description is qualified in its entirety by reference
to the Amended and Restated Bylaws, a copy of which is attached
hereto as Exhibit 3.1 and incorporated herein by
reference.
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.
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INOGEN, INC.
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Date:
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November 2, 2022
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By:
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/s/ Kristin Caltrider
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Kristin Caltrider
Executive Vice President
Chief Financial Officer
Treasurer
(Principal Accounting and Financial Officer)
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