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.

Nabil Shabshab Separation Agreement; Resignation as a Director

As previously announced in the Current Report on Form 8-K filed by Inogen, Inc. (the “Company”), dated November 10, 2023, Mr. Shabshab’s role as an officer and employee of the Company ended effective November 10, 2023 (the “Separation Date”). In connection with the separation of Mr. Shabshab’s employment with the Company, on November 22, 2023, Mr. Shabshab and the Company entered into a separation agreement and release related to the termination of Mr. Shabshab’s employment with the Company (the “Separation Agreement”).

The Separation Agreement provides that, subject to (a) Mr. Shabshab’s execution of the Separation Agreement, (b) the Separation Agreement becoming effective, and (c) Mr. Shabshab’s continued compliance with the terms of the Separation Agreement, the Company will provide Mr. Shabshab with the severance benefits set forth in Mr. Shabshab’s Employment and Severance Agreement with the Company, dated January 22, 2021.

Also in connection with the separation of his employment with the Company and the entry into the Separation Agreement, Mr. Shabshab resigned from the Company’s board of directors, effective as of November 22, 2023. Mr. Shabshab’s resignation is not the result of any disagreement with the Company relating to the Company’s operations, policies or practices.

The summary of the Separation Agreement set forth above does not purport to be complete and is qualified in its entirety by reference to the full text of the Separation Agreement, which is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated by reference herein.

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 hereunto duly authorized.