Current Report Filing (8-k)
21 April 2015 - 6:58AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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)
April 15, 2015
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 |
(State or other jurisdiction of
incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
326 Bollay Drive
Goleta, California 93117
(Address of principal executive offices, including zip code)
(805) 562-0500
(Registrants telephone number, including area code)
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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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 3.01. |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On April 15, 2015, Inogen, Inc. (the Company) received a notice (the Notice) from The NASDAQ Stock Market LLC
(NASDAQ) stating that because the Company had not yet filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2014 (the Form 10-K), the Company is no longer in compliance with NASDAQ Listing Rule
5250(c)(1). Nasdaq Listing Rule 5250(c)(1) requires listed companies to timely file all required periodic financial reports with the Securities and Exchange Commission (the SEC).
The Notice states that the Company has 60 calendar days to submit to NASDAQ a plan to regain compliance with the NASDAQ Listing Rules. If
NASDAQ accepts the Companys plan, then NASDAQ may grant the Company up to 180 days from the prescribed due date for filing the Form 10-K to regain compliance. If NASDAQ does not accept the Companys plan, then the Company will have the
opportunity to appeal that decision to a NASDAQ Hearings Panel.
On April 20, 2015, the Company issued a press release announcing its
receipt of the Notice. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits
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Exhibit |
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Description |
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99.1 |
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Press Release, dated April 20, 2015. |
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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By: |
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/s/Alison Bauerlein |
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Alison Bauerlein Executive Vice President,
Finance, Chief Financial Officer, Secretary and Treasurer |
Date: April 20, 2015
EXHIBIT INDEX
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Exhibit No. |
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Description |
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99.1 |
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Press Release, dated April 20, 2015. |
Exhibit 99.1
FOR IMMEDIATE RELEASE
Inogen Receives Expected NASDAQ Notice Related to Delay in Form 10-K Filing
Goleta, California, April 20, 2015 Inogen, Inc. (NASDAQ: INGN), a medical technology company offering innovative respiratory products for
use in the home care setting, today announced that, as expected, it received a standard notice from NASDAQ stating that Inogen is not in compliance with NASDAQ Listing Rule 5250(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 Inogens delay in filing its Annual Report on Form 10-K for its fiscal year ended December 31, 2014, which Inogen initially announced via a Form
8-K filing on April 14, 2015.
The NASDAQ notice has no immediate effect on the listing or trading of Inogens common stock on the NASDAQ Global
Select Market. Under NASDAQs listing rules, Inogen has 60 calendar days from the date of the letter to submit a plan to regain compliance. If the plan is accepted, Inogen can be granted an exception of up to 180 calendar days from the Form
10-Ks due date, or until October 12, 2015, to regain compliance. Inogen expects to submit a plan to regain compliance or file its Form 10-K within the timeline prescribed by NASDAQ.
Inogen plans to file its Form 10-K as soon as possible following the completion of an Audit Committee investigation regarding certain potential accounting
matters that were discovered by management and related work necessary to file the Form 10-K.
About Inogen
Inogen is innovation in oxygen therapy. We are a medical technology company that develops, manufactures and markets innovative oxygen concentrators used to
deliver supplemental long-term oxygen therapy to patients suffering from chronic respiratory conditions.
For more information, please visit
www.inogen.com.
Cautionary Note Concerning Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, among others,
statements regarding our plans and timing to file the Form 10-K and to regain compliance under the NASDAQ listing rules. These
forward-looking statements involve risks and uncertainties, and actual results could vary materially from these forward-looking statements. Factors that may cause future results to differ
materially from managements current expectations include, among other things, the discovery of additional information relevant to the internal investigation; the conclusions of the Audit Committee (and the timing of the conclusions) concerning
matters relating to the internal investigation; the timing of the review by, and the conclusions of, our independent registered public accounting firm regarding the internal investigation and our financial statements; and the risk that the
completion and filing of the Form 10-K will take longer than expected. We disclaim any obligation to update information contained in these forward-looking statements whether as a result of new information, future events, or otherwise.
Investor Relations Contact:
ir@inogen.net
805-562-0500 ext. 7
Media Contact:
Byron Myers
805-562-0503
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