INGN 8-K
Inogen Inc (INGN)
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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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 1.01. Entry into a Material Definitive Agreement.
On April 6, 2026, the Board of Directors of (the “Board”) of Inogen, Inc. (the “Company”) appointed Mr. Vafa Jamali as a member of the Board as a Class I director, effective as of the earlier of (a) the date of the Company’s 2026 annual meeting of stockholders and (b) June 15, 2026 (such date, the “Effective Date”), with a term expiring at the Company’s 2027 annual meeting of stockholders or until his successor is duly elected and qualified. The Board also appointed Mr. Jamali to the Audit Committee of the Board (the “Audit Committee”) and the Compliance Committee of the Board (the “Compliance Committee”), effective as of the Effective Date.
On April 6, 2026, the Company entered into a Cooperation Agreement (the “Cooperation Agreement”) with Kent Lake Partners LP (“Kent Lake”), Kent Lake PR LLC (“Kent Lake PR”) and Benjamin Natter (collectively with Kent Lake and Kent Lake PR, the “Investor Parties” and each, an “Investor Party”).
During the term of the Cooperation Agreement (described below), the Investor Parties have agreed to vote all shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), beneficially owned by them at all meetings of the Company’s stockholders in accordance with the Board’s recommendations, except that the Investor Parties may vote in their discretion on Extraordinary Transactions (as defined in the Cooperation Agreement) and proposals involving the implementation of takeover defenses not in existence as of the date of the Cooperation Agreement.
The Investor Parties have also agreed to certain customary standstill provisions prohibiting them from, among other things, (i) soliciting proxies, (ii) advising or knowingly encouraging any person with respect to the disposition of any securities of the Company, subject to limited exceptions, (iii) acquiring, in the aggregate, beneficial ownership of more than 4.99% of the outstanding shares of Voting Securities (as defined in the Cooperation Agreement) and (iv) taking actions to change or influence the Board, management or the direction of certain Company matters, in each case as further described in the Cooperation Agreement.
The Cooperation Agreement will terminate on the earlier of (i) 30 calendar days before the deadline for director nominations and stockholder proposals for the Company’s 2027 annual meeting of stockholders and (ii) January 11, 2027.
The description of the Cooperation Agreement contained in this Current Report on Form 8-K is qualified in its entirety by reference to Exhibit 10.1, which is incorporated herein by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 6, 2026, the Board appointed Vafa Jamali as a Class I director, effective as of the Effective Date, to serve a term expiring at the Company’s 2027 annual meeting of stockholders or until his successor is duly elected and qualified. On April 6, 2026, the Board also appointed Mr. Jamali to the Audit Committee and the Compliance Committee, effective as of the Effective Date. The Board has determined that Mr. Jamali satisfies the independence standards of The Nasdaq Stock Market LLC.
Mr. Jamali, 56, served as Chairman and Chief Executive Officer of ZimVie Inc., a medical technology company, from February 2021 to November 2025, where he led the company’s Nasdaq listing following the spin-out from Zimmer Biomet and helped each of the businesses (Spine and Dental) through significant portfolio optimization actions to support a turnaround to higher growth and profitability. Previously, Mr. Jamali served as the Chief Commercial Officer of Rockley Photonics, a silicon photonics company, where he led commercial strategic planning for the early-stage company from October 2020 until joining ZimVie. Prior to that, Mr. Jamali served as Senior Vice President and President, Respiratory, Gastrointestinal and Informatics (“RGI”) of Medtronic plc from May 2017 until October 2020. Before leading the RGI business, he served as Senior Vice President and President, Early Technologies of Medtronic plc from January 2016 until May 2017 and prior to that he served as Vice President and General Manager, GI Solutions of Medtronic plc from January 2015 until January 2016. Before joining Medtronic, Mr. Jamali held leadership positions with Covidien plc, Cardinal Health, Inc. and Baxter International Inc. Mr. Jamali currently serves on the board of directors of Baylis Medical Technologies, a private medical device company, and Eptam Plastics, a private medical equipment manufacturer. Mr. Jamali received his Bachelor of Commerce degree with distinction from the University of Alberta in Edmonton, Canada.
Mr. Jamali will be compensated in accordance with the Company’s outside director compensation policy (the “Policy”). Pursuant to the Policy, Mr. Jamali will be entitled to receive the following cash fees: $45,000 per year for service as a member of the Board, $10,000 per year for service as a member of the Audit Committee and $5,000 per year for service as a member of the Compliance Committee, each paid quarterly in arrears on a pro-rata basis.
On or after the Effective Date, as a non-employee director and pursuant to the Company’s Amended and Restated 2023 Equity Incentive Plan and the Policy, Mr. Jamali will receive an initial award of restricted stock units (“RSUs”) covering a number of shares having a grant date fair value of $180,000. Each RSU represents a contingent right to receive one share of the Company’s Common Stock. The award will vest on the earlier of (i) the one-year anniversary of the date of the grant and (ii) the day prior to the date of the Company’s 2027 annual meeting of stockholders, subject to Mr. Jamali continuing to serve as a director through the vesting date.
Mr. Jamali will enter into the Company’s standard indemnification agreement for directors and officers, a copy of which was attached as Exhibit 10.1 to the Company’s Registration Statement on Form S-1 (File No. 333-192605) filed with the Securities and Exchange Commission on November 27, 2013.
Other than as described in Item 1.01 of this Current Report on Form 8-K, there is no arrangement or understanding between Mr. Jamali and any other persons pursuant to which Mr. Jamali was elected as a director. In addition, Mr. Jamali is not a party to any
transaction, or series of transactions, required to be disclosed pursuant to Item 404(a) of Regulation S-K. There are no family relationships between Mr. Jamali and any of the Company’s directors or executive officers.
Item 7.01. Regulation FD Disclosure.
On April 6, 2026, the Company issued a press release announcing its entry into the Cooperation Agreement and Mr. Jamali’s appointment as a Director. 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 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, 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. Financial Statements and Exhibits.
(d) Exhibits
Exhibit |
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Description |
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10.1 |
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99.1 |
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104 |
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The cover page of this Current Report on Form 8-K, formatted in Inline XBRL. |
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: |
April 6, 2026 |
By: |
/s/ Kevin P. Smith |
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Kevin P. Smith |
Exhibit 10.1
COOPERATION AGREEMENT
This Cooperation Agreement (this “Agreement”) is made and entered into as of April 6, 2026 by and between Inogen, Inc., a Delaware corporation (the “Company”), on the one hand, and Kent Lake Partners LP (“Kent Lake”), Kent Lake PR LLC (“Kent Lake PR”) and Benjamin Natter (collectively with Kent Lake and Kent Lake PR, the “Investor Parties” and each, an “Investor Party”), on the other hand. The Company and the Investor Parties are each herein referred to as a “Party” and collectively as the “Parties.” Capitalized terms used herein and not otherwise defined have the meanings ascribed to them in Section 13 below.
RECITALS
WHEREAS, the Company and the Investor Parties have engaged in various discussions and communications concerning the Company’s business, financial performance, and strategic plans;
WHEREAS, as of the date hereof, the Investor Parties beneficially own 251,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”); and
WHEREAS, the Company and the Investor Parties have determined to come to an agreement with respect to the composition of the Board of Directors of the Company (the “Board”) and certain other matters, as provided in this Agreement.
NOW, THEREFORE, in consideration of the foregoing premises and mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound hereby, agree as follows:
provided, however, that nothing set forth in this Agreement, including, but not limited to, the restrictions in this Section 3, shall prevent the Investor Parties from (i) making any statement to the extent required by applicable law, rule or regulation or legal process, subpoena or legal requirement from any Governmental Authority with competent jurisdiction over the Party from whom information is sought, (ii) communicating privately with the Company’s directors or executive officers on any matter directly or indirectly relating to the Company, so long as such private communications would not reasonably be expected to trigger public disclosure obligations for any Party, (iii) tendering shares, receiving payment for shares or otherwise participating in any such transaction on the same basis as the other stockholders of the Company or from participating in any such transaction that has been approved by the Board, or (iv) communicating privately with stockholders of the Company or others when such communication is not made with an intent to otherwise violate, and would not be reasonably expected to result in a violation of, any provision of this Agreement. For the avoidance of doubt, nothing in this Agreement shall be deemed to limit, in any way, the exercise by the New Director of such person’s fiduciary duties in such person’s capacity as a director of the Company.
If to the Company:
Inogen, Inc.
500 Cummings Center, Suite 2800
Beverly, Massachusetts 01915
Attn: Kevin P. Smith, General Counsel & EVP. Business Development
If to the Investor Parties:
Kent Lake PR LLC
116 Calle Manuel Domenech PMB 2035
San Juan, PR 00918
In this Agreement, unless a clear contrary intention appears, (i) the word “including” (in its various forms) means “including, but not limited to;” (ii) the words “hereunder,” “hereof,” “hereto” and words of similar import are references in this Agreement as a whole and not any particular provision of this Agreement; (iii) the word “or” is not exclusive; (iv) references to “Sections” in this Agreement are references to Sections of this Agreement unless otherwise indicated; and (v) whenever the context requires, references to any gender shall include each other gender.
[Signature Page Follows]
IN WITNESS WHEREOF, each of the Parties has executed this Agreement, or caused the same to be executed by its duly authorized representative, as of the date first above written.
THE COMPANY:
Inogen, Inc.
By: /s/ Kevin Smith
Name: Kevin Smith
Title: President & CEO
THE INVESTOR PARTIES:
Kent Lake Partners LP
By: /s/ Benjamin Natter
Name: Benjamin Natter
Title: Managing Member
Kent Lake PR LLC
By: /s/ Benjamin Natter
Name: Benjamin Natter
Title: Managing Member
Benjamin Natter
/s/ Benjamin Natter
[Signature Page to Cooperation Agreement]
Exhibit 99.1
Inogen Announces the Appointment of Vafa Jamali to Board of Directors
BEVERLY, Mass., April 6, 2026 -- Inogen, Inc. (Nasdaq: INGN), a medical technology company offering innovative respiratory products for use in the homecare setting, today announced the appointment of Vafa Jamali as an independent director to the Inogen Board of Directors (the “Board”), effective on the date of the Company’s 2026 Annual Meeting, or June 15th if earlier.
Mr. Jamali is a long-time medical device executive who will bring added depth and expertise to the Board. During his tenure as the Chief Executive Officer of ZimVie, he led the company’s Nasdaq listing following the spin-out from Zimmer Biomet and helped each of the businesses (Spine and Dental) through significant portfolio optimization actions to support a turnaround to higher growth and profitability. Prior to ZimVie, most notably, he spent nearly twelve years at Covidien and Medtronic, where he most recently served as Senior Vice President and President of the Respiratory, Gastrointestinal & Informatics division, a $3 billion business that included 10,000 team members across four businesses and 14 manufacturing sites. While leading that division, he played a key role in accelerating growth and expanding margins.
“We are pleased to welcome Vafa to the Board and look forward to benefiting from his unique perspectives,” said Beth Mora, Chairperson of the Board. “Throughout his many years of leading medical device companies, Vafa has established a track record of driving strategic execution and delivering sustained growth. As we continue advancing our transformation from a single product oxygen company into a diversified respiratory care platform, we believe Vafa’s insight and direction will help guide our management team to execute on its path forward and continue to deliver strong top-line growth and improve profitability.”
“Inogen is well positioned to drive meaningful growth, supported by its strong foundation in portable oxygen and an expanded, diversified product portfolio, as healthcare systems continue to shift care into the home,” said Mr. Jamali. “The Company’s clear strategic direction and improved financial profile provide a solid foundation for the opportunities ahead, and I look forward to working closely with the Board and management to help guide Inogen’s continued progress.”
“We invested in Inogen because we believe the Company’s innovative respiratory product portfolio is uniquely positioned to address growing and unmet patient needs. As Inogen executes on profitable growth, more patient lives are enhanced and the broader healthcare system benefits,” said Benjamin Natter, Managing Member of Kent Lake. “Our recent discussions with the Company have reinforced our confidence in the direction Inogen is taking, and we believe Vafa will be a constructive addition to the Board as management continues to execute on its established strategic priorities of driving organic revenue growth, advancing profitability and cash generation, continued product innovation, and disciplined capital allocation.”
In connection with Mr. Jamali’s appointment, the Company has entered into a cooperation agreement with Kent Lake Partners LP, Kent Lake PR LLC and Benjamin Natter (collectively, “Kent Lake”). The agreement includes customary standstill, voting, and other provisions. The agreement will be filed by the Company with the U.S. Securities and Exchange Commission as an exhibit to a Current Report on Form 8-K.
Evercore is serving as financial advisor to the Company, Covington & Burling LLP is serving as legal counsel and Joele Frank, Wilkinson Brimmer Katcher is serving as strategic communications advisor.
About Inogen
Inogen, Inc. (Nasdaq: INGN) is a leading global medical technology company offering innovative respiratory products for use in the homecare setting. Inogen supports patient respiratory care by developing, manufacturing, and marketing innovative best-in-class respiratory therapy devices used to deliver care to patients suffering from chronic respiratory conditions. Inogen partners with patients, prescribers, home medical equipment providers, and distributors to make its respiratory therapy products widely available, allowing patients the chance to manage the impact of their disease.
For more information, please visit www.inogen.com.
Inogen has used, and intends to continue to use, its Investor Relations website, http://investor.inogen.com/, as a means of disclosing material non-public information and for complying with its disclosure obligations under Regulation FD.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this communication that are not historical facts, including, but not limited to, statements regarding Inogen’s future business plans, market opportunities, financial outlook, growth strategies, and anticipated operational results, are forward-looking statements. Words such as “aims,” “believes,” “anticipates,” “plans,” “expects,” “will,” “intends,” “potential,” “possible,” and similar expressions are intended to identify forward-looking statements. Forward-looking statements are subject to numerous risks and uncertainties that could cause actual results to differ materially from currently anticipated results, including but not limited to, risks and uncertainties relating to Inogen’s 2026 annual meeting of stockholders; its 2026 first quarter and full year financial guidance; market acceptance of its products; competition; its sales, marketing and distribution capabilities; its planned sales, marketing, and research and development activities; and risks associated with international operations. Information on these and additional risks, uncertainties, and other information affecting Inogen’s business operating results are contained in its Annual Report on Form 10-K for the period ended December 31, 2025, and in its other filings with the Securities and Exchange Commission. These forward-looking statements speak only as of the date hereof. Inogen disclaims any obligation to update these forward-looking statements except as may be required by law.
Contact
[email protected]