What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-02-28 compared with 2024-03-01 · 196 added, 218 removed, 1070 unchanged (28% of the section changed)

4 unchanged sentences

Evaluation of disclosure controls and procedures

The Company maintains a system of disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which are designed to provide reasonable assurance that information required to be disclosed in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported accurately and completely within the time periods specified in the SEC’s rules and forms.

The Company maintains a system of disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, which are designed to provide reasonable assurance that information required to be disclosed in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported accurately and completely within the time periods specified in the SEC’s rules and forms.

These disclosure controls and procedures include, among other processes, controls and procedures designed to ensure that information required to be disclosed in the reports that the Company files or submits under the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

13 unchanged sentences

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act).

Our management, including our Chief Executive Officer and Chief Financial Officer, conducted an assessment of the effectiveness of our internal control over financial reporting based on the criteria set forth in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (COSO).

Based on our evaluation under the COSO framework, our management concluded that our internal control over financial reporting was effective as of December 31, 2024 to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with U.S.

The effectiveness of our internal control over financial reporting as of December 31, 2024 has been audited by our independent registered public accounting firm, Deloitte & Touche LLP, as stated in their report, which appears herein.

For purposes of conducting its 2023 evaluation of the effectiveness of the Company's internal control over financial reporting, management has excluded the acquisition of Physio-Assist, completed on September 14, 2023, which constitutes 1% of total assets (excluding goodwill and intangible assets, which were integrated into the Company’s control environment) and less than 1% of revenues.

Refer to Note 3 – Acquisitions in the notes to the consolidated financial statements included in Part IV, Item 16, "Form 10-K Summary" of this Annual Report on Form 10-K for further discussion.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

4 unchanged sentences

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2023, of the Company and our report dated March 1, 2024, expressed an unqualified opinion on those financial statements.

As described in Management's Report on Internal Control over Financial Reporting, management excluded from its assessment the internal control over financial reporting at Physio-Assist SAS ("Physio-Assist"), which was acquired on September 14, 2023, and whose financial statements constitute 1% of total assets (excluding goodwill and intangible assets, which were integrated into the Company’s control environment) and less than 1% of revenues of the consolidated financial statement amounts as of and for the year ended December 31, 2023.

Accordingly, our audit did not include the internal control over financial reporting at Physio-Assist.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2024, of the Company and our report dated February 28, 2025, expressed an unqualified opinion on those financial statements.

Basis for Opinion

16 unchanged sentences

Los Angeles, California

March 1, 2024

February 28, 2025

OTHER IN FORMATION

1 unchanged sentence

Our annual meeting of stockholders will be held at 10:00 a.m.

Pacific Time on Wednesday, June 5, 2024, as a virtual meeting.

Holders of record at the close of business on Monday, April 8, 2024, will be entitled to vote at the meeting.

Pacific Time on Wednesday, May 14, 2025, as a virtual meeting.

Holders of record at the close of business on Monday, March 17, 2025, will be entitled to vote at the meeting.

Insider Trading Arrangements

During the three months ended December 31, 2024, none of our directors or Section 16 reporting officers adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of the SEC's Regulation S-K).

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

1 unchanged sentence

DIRECTORS, EXECUTIVE OF FICERS AND CORPORATE GOVERNANCE

The information called for by this item will be set forth in our Proxy Statement for the Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2023 (the “Proxy Statement”) and is incorporated herein by reference.

The information required by this item will be set forth in our Proxy Statement for the Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2024, or the Proxy Statement, and is incorporated herein by reference.

Our board of directors has adopted a Code of Ethics and Conduct that applies to all of our employees, officers and directors, including our Chief Executive Officer, Chief Financial Officer and other executive and senior financial officers.

36 unchanged sentences

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 1, 2024, expressed an unqualified opinion on the Company's internal control over financial reporting.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 28, 2025, expressed an unqualified opinion on the Company's internal control over financial reporting.

Basis for Opinion

36 unchanged sentences

Los Angeles, California

March 1, 2024

February 28, 2025

We have served as the Company’s auditor since 2015.

4 unchanged sentences

Marketable securities

Restricted cash

Accounts receivable, net

26 unchanged sentences

200,000,000 shares authorized;

23,324,750 and

22,941,643 shares issued and outstanding as of December 31, 2023 and 2022, respectively

23,902,338 and 23,324,750 shares issued and outstanding as of December 31, 2024 and 2023, respectively

Additional paid-in capital

25 unchanged sentences

Total operating expense

Income (loss) from operations

Loss from operations

Other income (expense)

1 unchanged sentence

Other income (expense)

Total other income (expense), net

Income (loss) before provision for income taxes

Provision for income taxes

Total other income, net

Loss before provision (benefit) for income taxes

Provision (benefit) for income taxes

Other comprehensive income (loss), net of tax

Change in foreign currency translation adjustment

Change in net unrealized gains (losses) on foreign currency hedging

reclassification adjustment for net (gains) losses included in net loss

Total net change in unrealized gains (losses) on foreign currency hedging

Change in net unrealized losses on foreign currency hedging

reclassification adjustment for net gains included in net loss

Total net change in unrealized losses on foreign currency hedging

Change in net unrealized gains (losses) on marketable securities

3 unchanged sentences

Diluted net loss per share attributable to common stockholders (Note 2)

Weighted-average number of shares used in calculating net loss per

share attributable to common stockholders:

Basic common shares

Diluted common shares

Weighted-average number of shares used in calculating net loss per share attributable to common stockholders:

Basic shares of common stock

Diluted shares of common stock

See accompanying notes to the consolidated financial statements.

13 unchanged sentences

Stock options exercised

Other comprehensive income

Balance, December 31, 2021

Stock-based compensation

Employee stock purchases

Restricted stock awards issued,

net of forfeitures

Vesting of restricted stock units

Shares withheld related to net

restricted stock settlement

Stock options exercised

Other comprehensive loss

8 unchanged sentences

Balance, December 31, 2023

Stock-based compensation

Tax withholding related to vesting of restricted stock units

Other comprehensive loss

Balance, December 31, 2024

See accompanying notes to the consolidated financial statements.

5 unchanged sentences

Depreciation and amortization

Loss on rental assets and other assets

Loss on rental units and other assets

Gain on sale of former rental assets

39 unchanged sentences

Effect of exchange rates on cash

Net increase (decrease) in cash and cash equivalents

Cash and cash equivalents, beginning of period

Cash and cash equivalents, end of period

Net decrease in cash, cash equivalents and restricted cash

Cash, cash equivalents and restricted cash, beginning of period

Cash, cash equivalents and restricted cash, end of period

Supplemental disclosures of cash flow information

2 unchanged sentences

Accrued value of earnout related to acquisition

Property and equipment in accounts payable and accrued liabilities

Property and equipment in accounts payable and accrued expenses

See accompanying notes to the consolidated financial statements.

3 unchanged sentences

(Company or Inogen) was incorporated in Delaware on November 27, 2001.

The Company is a medical technology business that primarily develops, manufactures, and markets innovative portable oxygen concentrators (POCs) used to deliver supplemental long-term oxygen therapy to patients suffering from chronic respiratory conditions.

The Company is a medical technology business that primarily develops, manufactures, and markets innovative respiratory products, such as portable oxygen concentrators (POCs) used to deliver supplemental long-term oxygen therapy to patients suffering from chronic respiratory conditions.

Traditionally, these patients have relied on stationary oxygen concentrator systems for use in the home and oxygen tanks or cylinders for mobile use, which the Company refers to as the delivery model.

The tanks and cylinders must be delivered regularly and have a finite amount of oxygen, which requires patients to plan activities outside of their homes around delivery schedules and a finite oxygen supply.

The tanks and cylinders must be delivered regularly and contain a finite amount of oxygen, which requires patients to plan activities outside of their homes around delivery schedules and a finite oxygen supply.

Additionally, patients must attach long, cumbersome tubing to their stationary concentrators simply to enable mobility within their homes.

The Company’s proprietary Inogen One and Inogen Rove systems concentrate the air around the patient to offer a source of supplemental oxygen anytime, anywhere with a battery and can be plugged into an outlet when at home, in a car, or in a public place with outlets available.

The Company’s Inogen One systems reduce the patient’s reliance on stationary concentrators and scheduled deliveries of tanks with a finite supply of oxygen, thereby improving patient quality of life and fostering mobility.

The Company’s Inogen One and Inogen Rove systems reduce the patient’s reliance on stationary concentrators and scheduled deliveries of tanks with a finite supply of oxygen, thereby improving patient quality of life and fostering mobility.

The Company incorporated Inogen Europe Holding B.V., a Dutch limited liability company, on April 13, 2017 .

10 unchanged sentences

On September 14, 2023 , the Company completed the acquisition of all of the issued and outstanding capital stock of Physio-Assist SAS (Physio-Assist) and its wholly-owned subsidiary PhysioAssist GmbH.

Summary of significant accounting policies

Summary of s ignificant accounting policies

Basis of presentation

8 unchanged sentences

Management bases these estimates and assumptions upon historical experience, existing and known circumstances, authoritative accounting pronouncements and other factors that management believes to be reasonable.

Significant areas requiring the use of management estimates relate to revenue recognition, warranty reserves and expense, determining the stand-alone selling price (SSP) and service period of performance obligations, rental asset valuations and write-downs, accounts receivable allowances for bad debts, returns and adjustments, impairment of goodwill, impairment of long-lived assets, stock-based compensation expense, income taxes, fair value of acquired intangible assets and goodwill, and fair value of earnout liabilities.

Actual results could differ from these estimates.

28 unchanged sentences

The contract with the customer states the final terms of the sale, including the description, quantity, and price of each product or service purchase.

The decrease in deferred revenue related to lifetime warranties for the years ended December 31, 2023 and December 31, 2022 was primarily driven by $ 6,438 and $ 6,598 , respectively, of revenues recognized that were included in the deferred revenue balances, partially offset by $ 3,219 and $ 5,156 of payments received in advance of satisfying performance obligations as of December 31, 2023 and December 31, 2022 , respectively.

The decrease in deferred revenue related to lifetime warranties for the years ended December 31, 2024 and December 31, 2023 was primarily driven by $ 5,088 and $ 6,438 , respectively, of revenues recognized that were included in the deferred revenue balances, partially offset by $ 1,695 and $ 3,219 , respectively, of payments received in advance of satisfying performance obligations.

Deferred revenue related to lifetime warranties was $ 9,922 and $ 13,315 as of December 31, 2024 and December 31, 2023, respectively, and is classified within deferred revenue – current and noncurrent deferred revenue in the consolidated balance sheets.

44 unchanged sentences

The Company generally provides a warranty against defects in material and workmanship.

The Company provides a 3-year, 5-year or lifetime warranty on Inogen One systems and a 3-year and lifetime warranty on Inogen At Home systems sold.

The Company provides a three-year, five-year or lifetime warranty on Inogen One and Rove systems and a three-year and lifetime warranty on Inogen At Home systems sold.

The Company only offers a lifetime warranty for direct-to-consumer sales of its oxygen concentrators.

17 unchanged sentences

Unobservable inputs that reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date.

The Company’s financial instruments consist of cash and cash equivalents, marketable securities, accounts receivable, accounts payable and accrued expenses.

The Company’s financial instruments consist of cash and cash equivalents, marketable securities, financing receivable, accounts receivable, accounts payable and accrued expenses.

The carrying values of its financial instruments approximate fair value based on their short-term nature.

9 unchanged sentences

Money market accounts

Corporate bonds

Treasury securities

Institutional Insured Liquidity Deposit Savings

16 unchanged sentences

The Company records the assets or liabilities associated with derivative instruments and hedging activities at fair value based on Level 2 inputs in other current assets or other current liabilities, respectively, in the consolidated balance sheets.

The Company had a related payable of $ 155 and $ 422 as of December 31, 2023 and 2022, respectively.

The Company had a related receivable of $ 351 and related payable of $ 155 as of December 31, 2024 and December 31, 2023, respectively.

The Company documents the hedging relationship and its risk management objective and strategy for undertaking the hedge, the hedging instrument, the hedged transaction, the nature of the risk being hedged, how the hedging instrument’s effectiveness in offsetting the hedged risk will be assessed prospectively and retrospectively, and a description of the method used to measure ineffectiveness.

9 unchanged sentences

As of December 31, 2024

gains (losses)

on marketable

2 unchanged sentences

Balance as of December 31, 2023

Other comprehensive income

Other comprehensive loss

Balance as of December 31, 2024

As of December 31, 2023

gains (losses)

on marketable

2 unchanged sentences

Balance as of December 31, 2022

Other comprehensive income (loss)

Other comprehensive income

Balance as of December 31, 2023

16 unchanged sentences

Significant increases or decreases in these inputs could result in a significant impact on our fair value measurement.

In December 2024 , the Company received FDA 510(k) clearance of its Simeox 200 device.

Upon clearance, the Company became obligated to make the $ 13,000 cash earnout milestone payment.

The payment was made within ten business days following the date clearance was received.

The reconciliation of the earnout liabilities measured and carried at fair value on a recurring basis is as follows:

Balance as of December 31, 2022

Addition for acquisition

Change in fair value

Balance as of December 31, 2023

Addition for acquisition

Change in fair value

Balance as of December 31, 2024

Cash, cash equivalents, and marketable securities

Cash, cash equivalents, marketable securities and restricted cash

The Company considers all short-term highly liquid investments with a maturity of three months or less to be cash equivalents.

Restricted cash and cash equivalents are considered to be legally restricted as to withdrawal or usage.

The Company's restricted cash is a legally restricted deposit held as a compensating balance against its corporate credit card balances.

The Company’s marketable debt securities are classified and accounted for as available-for-sale.

34 unchanged sentences

(1) Rental includes Medicare, Medicaid/other government, private insurance and patient pay.

(2) Business-to business receivables included extended terms for two customers:

1) one customer had a net accounts receivable balance of $ 8,639 and $ 22,641 as of December 31, 2023 and December 31, 2022 , respectively;

and 2) one customer had a net accounts receivable balance of $ 4,994 and $ 9,861 as of December 31, 2023 and December 31, 2022, respectively.

Each customer received extended payment terms through a direct financing plan offered.

(2) One customer represented more than 10% of the Company’s net accounts receivable balance with a net accounts receivable balance of $ 3,288 as of December 31, 2024.

Two customers each represented more than 10% of the Company’s net accounts receivable balance with net accounts receivable balances of $ 8,639 and $ 4,994 , respectively, as of December 31, 2023.

The following table sets forth the percentage breakdown of the Company’s net accounts receivable by aging category and invoice due date as of December 31, 2024 and December 31, 2023.

16 unchanged sentences

Concentration of credit risk

Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash, cash equivalents, marketable securities and accounts receivable.

Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash, cash equivalents, marketable securities, financing receivable and accounts receivable.

At times, cash account balances may be in excess of the amounts insured by the Federal Deposit Insurance Corporation.

3 unchanged sentences

The credit risk has been reduced due to a net settlement arrangement whereby the Company is allowed to net settle transactions with a single net amount payable by one party to the other.

Financing receivable

The Company's credit terms are predominately short term in nature from delivery of the product or invoicing.

However, in certain circumstances, the Company offers extended payment terms to customers who have not met the payment terms of their original contract.

In addition, certain customers may not comply with formal payment terms specified in their written agreements with us.

When the period between the transfer of control of the products and payment is expected to be greater than one year, the Company will adjust the promised amount of consideration for the effects of a significant financing component.

When contracts contain a significant financing component in which the Company is effectively financing the customer, a portion of the transaction price is recognized as interest income rather than revenue using a discount rate that reflects the rate that would be used in a separate financing transaction between the Company and the customer.

The Company exercises judgment to determine an appropriate interest rate considering the customer’s credit characteristics and current economic conditions.

Based on an agreement reached on December 31, 2024 with a customer, the Company agreed to a revised payment schedule through 2028 for $ 7,500 in outstanding net accounts receivables related to prior year sales.

As a result, the receivable was reclassified to a financing receivable.

The related net accounts receivable as of December 31, 2023 was $ 8,639 for this customer.

The current and noncurrent financing receivable related to this agreement was $ 1,751 and $ 4,747 as of December 31, 2024 , respectively, and are classified within prepaid expenses and other current assets and other assets - noncurrent in the consolidated balance sheets.

Concentration of customers and vendors

2 unchanged sentences

Medicare's service reimbursement programs represented more than 10% of the Company’s total revenue for the years ended December 31, 2023 and 2022.

Two customers each represented more than 10% of the Company's net accounts receivable balance with net accounts receivable balances of $ 8,639 and $ 4,994 , respectively, as of December 31, 2023 and $ 22,641 and $ 9,861 , respectively, as of December 31, 2022.

One customer represented more than 10% of the Company's net accounts receivable balance with a net accounts receivable balance of $ 3,288 as of December 31, 2024 .

Two customers each represented more than 10% of the Company's net accounts receivable balance with net accounts receivable balances of $ 8,639 and $ 4,994 , respectively, as of December 31, 2023.

The Company also rents products directly to consumers for insurance reimbursement, which resulted in a customer concentration relating to Medicare’s service reimbursement programs.

13 unchanged sentences

Inventories are stated at the lower of cost and net realizable value, using the first-in, first-out (FIFO) method.

The Company records adjustments to inventory for potentially excess, obsolete, slow-moving or impaired items, and losses on firm purchase commitments as a component of cost of sales in our consolidated statements of comprehensive loss.

The Company recorded noncurrent inventory related to inventories that are expected to be realized or consumed after one year of $ 1,291 and $ 1,225 as of December 31, 2024 and 2023, respectively.

Noncurrent inventories are primarily related to raw materials purchased in bulk to support long-term expected repairs to reduce costs and are classified in other assets.

The Company had prepayments for raw materials of $ 0 and $ 7,017 as of December 31, 2023 and 2022, respectively, that were classified in prepaid expenses and other current assets.

During the years ended December 31, 2024, 2023 and 2022 , $ 562 , $ 2,187 and $ 1,221 , respectively, of inventory was transferred to rental equipment and was considered a noncash transaction in the production and purchase of rental equipment on the consolidated statements of cash flows.

41 unchanged sentences

Long-lived assets are reviewed for indicators of impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

The evaluation is performed at the lowest level of identifiable cash flows, which is at the individual asset level or the asset group level.

The undiscounted cash flows expected to be generated by the related assets are estimated over their useful life based on updated projections.

If the evaluation indicates that the carrying amount of the assets may not be recoverable, any potential impairment is measured based upon the fair value of the related assets or asset group as determined by an appropriate market appraisal or other valuation technique.

Assets classified as held for sale, if any, are recorded at the lower of carrying amount or fair value less costs to sell.

During the year ended December 31, 2023, the Company determined that an impairment indicator was present related to negative cash flows and a decrease in the Company’s public stock price that caused the Company's market capitalization to fall below its carrying amount (stockholders' equity).

The relevant long-lived asset grouping was evaluated for impairment.

An undiscounted cash flow analysis demonstrated sufficient undiscounted cash flows in excess of the asset group’s carrying value.

Estimates and significant assumptions included in the long-lived asset impairment analysis included identification of the asset group and undiscounted cash flow projections.

The Company concluded that its definite-lived intangible assets and long-lived assets were not impaired based on the results of the quantitative analyses performed.

No impairments were recorded for the years ended December 31, 2024 and 2023.

On December 19, 2022, the Company determined to dispose of the technology intangible assets previously acquired from New Aera related to the Tidal Assist Ventilator (TAV) technology by ceasing development of such assets and abandoning the TAV program (the Disposal Determination).

5 unchanged sentences

As a result of no future sales, the fair value of the earnout resulted in a benefit of $ 13,687 to general and administrative expense during the fourth quarter of 2022.

During the year ended December 31, 2021, the Company determined that an impairment indicator was present related to TAV developments as a result of the court order to dismiss the Company’s preliminary injunction related to the Department of Health and Human Services and the Centers for Medicare and Medicaid Services lawsuit.

The relevant long-lived asset grouping was evaluated for impairment.

An undiscounted cash flow analysis demonstrated sufficient undiscounted cash flows in excess of the asset group’s carrying value.

Estimates and significant assumptions included in the long-lived asset impairment analysis included identification of the asset group and undiscounted cash flow projections.

The Company concluded that its definite-lived intangible assets and long-lived assets were not impaired based on the results of the quantitative analyses performed.

Goodwill and other identifiable intangible assets

33 unchanged sentences

Advertising costs

Advertising costs, which approximated $ 27,120 , $ 33,265 and $ 35,183 during the years ended December 31, 2023, 2022 and 2021 , respectively, are expensed as incurred, excluding the production costs of direct response advertising.

Advertising costs, which were approximately $ 32,176 , $ 27,120 and $ 33,265 during the years ended December 31, 2024, 2023 and 2022 , respectively, are expensed as incurred, excluding the production costs of direct response advertising.

Advertising costs are included in sales and marketing expense in the accompanying consolidated statements of comprehensive loss.

25 unchanged sentences

Foreign exchange transaction gains and losses resulting from the conversion of the transaction currency to functional currency are reflected as a component of foreign currency exchange gains or losses in other income (expense), net in the consolidated statements of comprehensive loss.

Business segments

The Company operates and reports in only one operating and reportable segment – development, manufacturing, marketing, sales, and rental of respiratory products.

Management reports financial information on a consolidated basis to the Company’s chief operating decision maker.

Loss per share

Loss per share (EPS) is computed in accordance with ASC 260 — Earnings per Share and is calculated using the weighted-average number of common shares outstanding during each period.

Loss per share (EPS) is computed in accordance with ASC 260 — Earnings per Share and is calculated using the weighted-average number of shares of common stock outstanding during each period.

Diluted EPS assumes the conversion, exercise or issuance of all potential common stock equivalents (which can include dilution of outstanding stock options, restricted stock units and restricted stock awards) unless the effect is to reduce a loss or increase the income per share.

For purposes of this calculation, common stock subject to repurchase by the Company, options, and other dilutive awards are considered to be common stock equivalents and are only included in the calculation of diluted loss per share when their effect is dilutive.

Basic loss per share is calculated using the Company’s weighted-average outstanding common shares.

Diluted loss per share is calculated using the Company’s weighted-average outstanding common shares including the dilutive effect of stock awards as determined under the treasury stock method.

Basic loss per share is calculated using the Company’s weighted-average outstanding shares of common stock.

Diluted loss per share is calculated using the Company’s weighted-average outstanding shares of common stock including the dilutive effect of stock awards as determined under the treasury stock method.

The computation of EPS is as follows:

1 unchanged sentence

Numerator—basic and diluted:

Weighted average common shares - basic common stock (1)

Weighted average common shares - diluted common stock

Weighted average shares of common stock - basic common stock (1)

Weighted average shares of common stock - diluted common stock

Net loss per share - basic common stock

1 unchanged sentence

Denominator calculation from basic to diluted:

Weighted average common shares - basic common stock (1)

Weighted average shares of common stock - basic common stock (1)

Stock options and other dilutive awards

Weighted average common shares - diluted common stock

Weighted average shares of common stock - diluted common stock

Shares excluded from diluted weighted average shares:

5 unchanged sentences

Performance-based restricted stock units and restricted stock awards are included in the number of shares used to calculate diluted earnings per share as long as all applicable performance criteria are met, and their effect is dilutive.

Restricted stock awards are eligible to receive all dividends declared on the Company’s common shares during the vesting period;

Restricted stock awards are eligible to receive all dividends declared on the Company’s common stock during the vesting period;

however, such dividends are not paid until the restrictions lapse.

(2) Due to net losses for the years ended December 31, 2023, 2022 and 2021 , diluted loss per share is the same as basic.

(2) Due to net losses for the years ended December 31, 2024, 2023 and 2022 , diluted loss per share is the same as basic loss per share.

Recently issued accounting pronouncements not yet adopted

In November 2023, the FASB issued the Accounting Standards Update (ASU) No.

2023-09, Segment Reporting (Topic 280):Improvements to Reportable Segment Disclosures .

The new guidance expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses.

The ASU is effective for fiscal years beginning after January 1, 2024, and for interim periods beginning January 1, 2025, with early adoption permitted.

The Company is currently evaluating the effect of the new guidance but does not expect it to have a material impact on the Company’s consolidated financial statement presentation or results.

In December 2023, the FASB issued the ASU No.

In December 2023, the Financial Accounting Standards Board (FASB) issued the Accounting Standards Update (ASU) No.

2023-09, Improvements to Income Tax Disclosures .

2 unchanged sentences

The ASU is effective for fiscal years beginning after December 15, 2025, and interim periods within those years, with early adoption permitted.

The Company is currently evaluating the effect of the new guidance but does not expect it to have a material impact on the Company’s consolidated financial statement presentation or results.

The Company is currently evaluating the effect of the new guidance but does not expect it to have a material impact on the Company’s consolidated financial statement presentation or results of operations.

In November 2024, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses, requiring public companies to disaggregate key expense categories such as inventory purchases, employee compensation and depreciation in their financial statements.

This aims to improve investor insights into company performance.

ASU 2024-03 is effective for fiscal years beginning after December 15, 2024, and interim periods within fiscal years beginning after December 15, 2025, with early adoption permitted.

The Company is currently evaluating the impact, if any, adoption will have on its financial position and results of operations.

Recently adopted accounting pronouncements

In November 2023, the FASB issued ASU No.

2023-07 , Segment Reporting (Topic 280):Improvements to Reportable Segment Disclosures .

The new guidance expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses.

The ASU is effective for fiscal years beginning after December 15, 2023, and for interim periods beginning after December 15, 2024, with early adoption permitted.

The Company adopted this standard on January 1, 2024 .

Upon adoption, the guidance was applied retrospectively to all prior periods presented in the financial statements, and the adoption of this standard did not have a material impact on the Company’s consolidated financial statement presentation or results of operations.

On July 10, 2023, the Company entered into a share purchase agreement to acquire Physio-Assist, which is in the business of the design, production, and marketing of medical devices for bronchial decongestion (airway clearance technique) for patients suffering from obstructive respiratory diseases.

3 unchanged sentences

The fair value of the earnout liability was measured using the probability weighted expected return methodology and was discounted using a rate and probability that appropriately captures the risk associated with the obligation.

The acquisition was treated as a business combination.

Upon receipt of FDA 510(k) clearance of the Simeox 200 device in December 2024, the Company became obligated to make the $ 13,000 cash earnout milestone payment.

Assets and liabilities of the acquired company were recorded at their estimated fair values at the date of acquisition.

3 unchanged sentences

The key assumptions included in the excess earnings method included revenue recognized, cost of revenue, and the discount rate.

The Company’s allocation of the purchase price of Physio-Assist is preliminary and any measurement period adjustments that result from the finalization of the purchase price allocation will be recorded retrospectively to the acquisition date.

Changes are possible and could change the allocation of the purchase price.

The following table summarizes the preliminary allocation of the purchase price over the estimated fair value of the assets acquired and liabilities assumed in the acquisition of Physio-Assist:

The purchase accounting for this acquisition has been finalized.

The following table summarizes the allocation of the purchase price over the estimated fair value of the assets acquired and liabilities assumed in the acquisition of Physio-Assist:

Accounts receivable

18 unchanged sentences

The consolidated financial and operating results reflect the Physio-Assist operations beginning September 14, 2023.

The following unaudited pro forma information for the twelve months ended December 31, 2023 and 2022 presents the revenues and net loss assuming the acquisition of Physio-Assist had occurred as of January 1, 2022.

The following unaudited pro forma information for the twelve months ended December 31, 2023 and December 31, 2022 presents total revenue and net loss assuming the acquisition of Physio-Assist had occurred as of January 1, 2022.

Twelve months ended

4 unchanged sentences

Translation adjustment

Impairment charge

Balance as of December 31, 2023

Translation adjustment

Impairment charge

Balance as of December 31, 2024

1 unchanged sentence

The Company used a discounted cash flow analysis based on Level 3 inputs and determined that the goodwill carrying amount exceeded its fair value and, as such, an impairment charge of $ 32,894 was incurred in the quarter ended September 30, 2023.

Accumulated impairment losses were $ 32,894 for the year ended December 31, 2023.

The Company performed an assessment of qualitative factors and determined that no events or circumstances existed that would lead to a determination that it is more likely than not that the fair value of indefinite-lived assets were less than the carrying amount.

As a result of the TAV technology intangible asset disposal, a quantitative analysis was required to be performed as of December 31, 2022 and concluded that there was no impairment.

Accumulated impairment losses were $ 32,894 as of December 31, 2024 and 2023.

Intangible assets

10 unchanged sentences

Customer relationships

Internally developed software

December 31, 2023

Developed technology

Patents and websites

5 unchanged sentences

Accrued inventory (in-transit and unvouchered receipts) and trade payables

Accrued purchasing card liability

Accrued loss on purchase commitments

Accrued franchise, sales and use taxes

Other accrued expenses

8 unchanged sentences

The Company has entered into operating leases primarily for commercial buildings.

These leases have terms which range from 3 years to 11 years, some of which include options to extend the leases for up to 5 years.

These leases have terms which range from three years to 11 years, some of which include options to extend the leases for up to five years .

Rent expense, including short-term lease cost, was $ 4,227 , $ 4,017 , and $ 3,870 for the years ended December 31, 2024, 2023 and 2022, respectively.

1 unchanged sentence

The operating leases do not contain material residual value guarantees or material restrictive covenants.

In July 2023, the Company entered into an Assignment and Assumption of Lease Agreement in which a third party (Assignee) assumed the rights, title, and interest in the lease, including assumption of lease payments.

In July 2023, the Company entered into an Assignment and Assumption of Lease Agreement in which a third party, referred to as the Assignee, assumed the rights, title, and interest in the lease, including assumption of lease payments.

As inducement for the Assignee to enter into the agreement, the Company paid an incentive of $ 395 , provided for four months of free rent for the period October 1, 2023 through January 31, 2024, and conveyed ownership of certain items of the facility's furniture and equipment.

Commencing February 1, 2024 and ending May 31, 2031, the Assignee assumes responsibility for the monthly lease payments.

Commencing February 1, 2024 and ending May 31, 2031, the Assignee assumed responsibility for the monthly lease payments.

Notwithstanding the Assignee's assumption of lease payments, Inogen remains the primary obligor under the lease to the landlord.

14 unchanged sentences

Total lease liabilities

The components of the Company’s income (loss) before provision for income taxes are as follows:

The components of the Company’s loss before provision (benefit) for income taxes are as follows:

Years ended December 31,

United States

Income (loss) before provision for income taxes

The provision for income taxes consists of the following:

Loss before provision for income taxes

The provision (benefit) for income taxes consists of the following:

Years ended December 31,

1 unchanged sentence

Total current tax expense

Deferred tax expense (benefit)

Total deferred tax expense (benefit)

Interest and penalties

Total deferred tax expense (benefit), net

Provision for income taxes

Deferred tax benefit

Provision (benefit) for income taxes

The components of deferred tax assets and liabilities consist of the following:

5 unchanged sentences

Stock-based compensation

Intangible amortization

Lease liability

39 unchanged sentences

The increase in valuation allowance of $ 6,565 is attributable to losses generated in the current year.

As of December 31, 2024, unremitted earnings of the subsidiaries outside of the United States were approximatel y $ 6,552 , on which no deferred tax liability has been recorded.

The Company’s intention is to indefinitely reinvest these earnings outside the United States.

Upon distribution of those earnings in the form of a dividend or otherwise, the Company would be subject to both state income taxes and withholding taxes payable to various foreign countries.

The amounts of such tax liabilities that might be payable upon repatriation of foreign earnings are not material.

The Company recognizes interest and penalties on taxes, within its income tax provision on its consolidated statements of comprehensive loss.

21 unchanged sentences

As of December 31, 2024, awards with respect to 280,193 shares of the Company's common stock were outstanding.

An additional 895,346 shares were added to the 2014 Plan share reserve in 2023.

The Company’s stockholders approved the adoption of the 2023 Equity Incentive Plan (2023 Plan) on May 31, 2023 that provides for the grant of incentive stock options, within the meaning of Section 422 of the Internal Revenue Code, to the Company’s employees and any parent and subsidiary corporation’s employees, and for the grant of nonstatutory stock options, restricted stock, restricted stock units, restricted stock awards, stock appreciation rights, performance units, and performance shares to its employees, directors, and consultants and its parent and subsidiary corporations’ employees and consultants.

The 2023 Plan became effective June 5, 2023.

The Company’s stockholders approved the adoption of the Amended and Restated 2023 Equity Incentive Plan (2023 Plan) on June 5, 2024 that provides for the grant of incentive stock options, within the meaning of Section 422 of the Internal Revenue Code, to the Company’s employees and any parent and subsidiary corporation’s employees, and for the grant of nonstatutory stock options, restricted stock, restricted stock units, restricted stock awards, stock appreciation rights, performance units and performance shares to its employees, directors and consultants and its parent and subsidiary corporations’ employees and consultants.

The 2023 Plan became effective on June 7, 2024.

The 2014 Plan terminated upon effectiveness of the 2023 Plan and no further awards will be made under the 2014 Plan, but the 2014 Plan will continue to govern awards previously granted under it.

The number of shares of common stock reserved for issuance under the 2023 Plan was:

(i) 400,000 shares, plus (ii) (A) 2,027,790 shares that, as of immediately before the termination or expiration of the 2014 Plan, had been reserved but not issued under any 2014 Plan awards and are not subject to any awards granted under the 2014 Plan, plus (B) any shares subject to awards granted under the 2014 Plan or the 2012 Plan that, after the 2014 Plan is terminated or expired, expire or otherwise terminate without having been exercised or issued in full or are forfeited to or repurchased by the Company due to failure to vest, plus (C) any shares that, after the 2014 Plan is terminated or expired, are tendered to or withheld by us for payment of an exercise or purchase price or for tax withholding obligations with respe ct to an award granted under the 2014 Plan or 2012 Plan, with the maximum number of shares that may be added to the 2023 Plan under subsection (ii) above equal to 2,950,000 shares.

As of December 31, 2023, 1,713,834 shares of common stock remained available for issuance under the 2023 Plan.

The shares available for issuance under the 2023 Plan will be increased by any shares returned to the 2012 Plan and 2014 Plan as a result of 1) expiration or termination of awards and 2) tendered to or withheld by us for payment of an exercise or purchase price or for tax withholding obligations.

(i) 1,600,000 shares, plus (ii) (A) 2,027,790 shares that, as of immediately before the termination or expiration of the 2014 Plan, had been reserved but not issued under any 2014 Plan awards and are not subject to any awards granted under the 2014 Plan, plus (B) any shares subject to awards granted under the 2014 Plan or the 2012 Plan that, after the 2014 Plan is terminated or expired, expire or otherwise terminate without having been exercised or issued in full or are forfeited to or repurchased by the Company due to failure to vest with the maximum number of shares that may be added to the 2023 Plan under subsection (ii) above equal to 2,950,000 shares.

As of December 31, 2024, awards with respect to 1,299,384 shares of the Company's common stock were outstanding, and 2,393,025 shares of common stock remained available for issuance under the 2023 Plan.

The shares available for issuance under the 2023 Plan will be increased by any shares returned to the 2014 Plan as a result of expiration or termination of awards.

Pursuant to the Nasdaq inducement grant exception, during the year ended December 31, 2024, the Company issued 225,000 shares of common stock to a certain new hire issuable upon (i) the vesting of a maximum of 75,000 time-based restricted stock units granted, and (ii) the vesting of a maximum of 150,000 share of performance-based restricted stock units granted to induce the employee to accept employment with the Company in accordance with Nasdaq Listing Rule 5635(c)(4).

Stock options

4 unchanged sentences

$ 1.17 -$ 83.30

38.54 - 44.19

38.54 - 43.21

Outstanding as of December 31, 2022

2 unchanged sentences

Outstanding as of December 31, 2022

38.54 - 44.19

38.54 - 43.21

Outstanding as of December 31, 2023

6 unchanged sentences

The total intrinsic value of options exercised during the years ended December 31, 2024, 2023, and 2022 was $ 0 , $ 735 and $ 309 , respectively.

As of December 31, 2023, all stock-based compensation expense for options granted under the Plans was recognized.

As of December 31, 2024, all stock-based compensation expense for options granted under the 2014 and 2023 Plans was recognized.

Stock incentive awards

The Company grants restricted stock units (RSUs) and restricted stock awards (RSAs) under the 2014 and 2023 Plans (Stock Awards).

The Stock Awards vest either based solely on the satisfaction of time-based service conditions or on the satisfaction of time-based service conditions combined with performance criteria.

The Company grants restricted stock units (RSUs) and restricted stock awards (RSAs) under the 2014 and 2023 Plans and made one inducement grant of RSUs in 2024 (Stock Awards).

The Stock Awards vest either based solely on the satisfaction of time-based service conditions or on the satisfaction of time-based service conditions combined with performance market criteria.

Stock Awards are subject to forfeiture if the holder’s services to the Company terminate before vesting.

Stock Awards granted with only time-based service vesting conditions generally vest over three-year and four-year service periods, as defined in the terms of each award.

Stock Awards that vest based on the satisfaction of time-based service conditions combined with performance criteria generally vest over a three-year service and performance period, based on performance criteria established at the time of the award.

The portion of the Stock Award that is earned may equal or be more or less than the targeted number of shares subject to the Stock Award depending on whether the performance criteria are met.

23 unchanged sentences

Unvested restricted stock awards outstanding as of December 31, 2022

Forfeited/canceled

Unvested restricted stock awards outstanding as of December 31, 2023 (1)

1 unchanged sentence

December 31, 2023

Unvested restricted stock awards outstanding as of December 31, 2022

Unvested restricted stock awards outstanding as of December 31, 2023

Unvested and expected to vest restricted stock awards outstanding as of

December 31, 2023

(1) Outstanding restricted stock units and restricted stock awards are based on the maximum payout of the targeted number of shares.

2 unchanged sentences

Employee stock purchase plan

The Company’s 2014 Employee Stock Purchase Plan (ESPP) provides for the grant to all eligible employees an option to purchase stock under the ESPP, within the meaning Section 423 of the Internal Revenue Code.

The ESPP permits participants to purchase common stock through payroll deductions of up to 15 % of their eligible compensation, which includes a participant’s base straight time gross earnings, incentive compensation, bonuses, overtime and shift premium, but exclusive of payments for equity compensation and other similar compensation.

A participant may purchase a maximum of 1,500 shares during a purchase period.

Amounts deducted and accumulated by the participant are used to purchase shares of the Company’s common stock at the end of each six-month period.

The purchase price of the shares will be 85 % of the lower of the fair market value of the Company’s common stock on the first trading day of each offering period or on the exercise date.

The offering periods are currently approximately six months in length beginning on the first business day on or after March 1 and September 1 of each year and ending on the first business day on or after September 1 and March 1 approximately six months later.

As of December 31, 2023 , a total of 550,595 shares of common stock were available for sale pursuant to the ESPP.

The number of shares available for sale under the ESPP is increased annually on the first day of each fiscal year equal to the least of:

• 179,069 shares;

• 1.5 % of the outstanding shares of the Company’s common stock on the last day of the Company’s immediately preceding fiscal year;

• such other amount as may be determined by the administrator.

For 2023 , an additional 179,069 shares were added to the ESPP share reserve pursuant to the provision described above.

The Company’s 2014 Employee Stock Purchase Plan (ESPP) provides all eligible employees the option to purchase the Company’s ordinary shares at a discount through payroll deductions.

The expense recognized for shares purchased under the ESPP is equal to the 15 % discount the employee receives.

In 2024, employees purchased a total of 144,255 shares at an average price of $ 5.62 per share.

As of December 31, 2024, a total of 585,409 shares of common stock were available for future purchase under the ESPP.

For 2024 , an additional 179,069 shares were added to the ESPP share reserve.

Stock-based compensation

31 unchanged sentences

47.97 - 59.21 %

For the year ended December 31, 2024, the Company granted certain RSU awards based on achievement of the market condition total shareholder return (TSR) relative to an objectively selected group of industry peers over a three-year period, with payouts ranging from zero to 120 percent of the target award.

The fair value of the TSR component of the awards was $ 6.94 per share for the 2024 awards determined on the grant date using a Monte Carlo simulation model based on the following assumptions:

Expected term (years)

Dividend yield

Volatility factor

Risk free interest rate

Commitments and contingencies

1 unchanged sentence

The Company had approximately $ 58,400 of outstanding purchase orders due within one year with its outside vendors and suppliers as of December 31, 2024 .

The Company has $ 2,057 accrued within accounts payable and other accrued expenses in the consolidated balance sheet as of December 31, 2023 related to estimated losses for firm commitment contractual obligations under these agreements.

The Company has $ 672 and $ 2,057 accrued within accounts payable and other accrued expenses in the consolidated balance sheet as of December 31, 2024 and 2023, respectively, related to estimated losses for firm commitment contractual obligations under these agreements.

Losses on these firm commitment contractual obligations are recognized based upon the terms of the respective agreement and similar factors considered for the write-down of inventory, including expected sales requirements as determined by internal sales forecasts.

6 unchanged sentences

Product warranty liability at end of period

During the year ended December 31, 2023, the Company recorded $ 5,014 of changes in estimates related to preexisting warranties due to data and information that became available during the current year.

During the years ended December 31, 2023 and 2022, the Company recorded $ 5,014 and $ 8,234 of changes in estimates related to preexisting warranties due to data and information that became available during those years.

The changes in estimates were primarily due to the increased cost to repair for all products stemming from the current year inflationary environment and increased product failure rates.

12 unchanged sentences

Restructuring charges

For the year ended December 31, 2024 , the Company had no restructuring costs.

The Company incurred $ 3,426 of restructuring costs during the year ended December 31, 2023, primarily in connection with the Company's cost reduction initiatives, which were recorded within general and administrative expense in the consolidated statements of comprehensive loss.

1 unchanged sentence

Other related costs consisted of targeted workforce reductions, office downsizing, centralizing manufacturing activities, and equipment relocation.

The Company had $ 638 of accrued liabilities related to restructuring charges as of December 31, 2023.

The Company had $ 0 and $ 638 of accrued liabilities related to restructuring charges as of December 31, 2024 and 2023, respectively.

Foreign currency exchange contracts and hedging

As of December 31, 2024 and December 31, 2023 , the Company’s total non-designated and designated derivative contracts had notional amounts totaling approximately $ 46,288 and $ 0 , respectively, and $ 30,373 and $ 0 , respectively.

These contracts were comprised of offsetting contracts with the same counterparty, each expires within one month .

During the years ended December 31, 2023, 2022, and 2021 , these contracts had, net of tax, an unrealized gain or loss of $ 0 , an unrealized loss of $ 1,140 and an unrealized gain of $ 1,793 , respectively.

These contracts were comprised of offsetting contracts with the same counterparty, each expires within one to two months .

During the years ended December 31, 2024 and 2023 , these contracts had, net of tax, an unrealized gain or loss of $ 0 and during the year ended December 31, 2022, these contracts had, net of tax, an unrealized loss of $ 1,140 .

The nonperformance risk of the Company and the counterparty did not have a material impact on the fair value of the derivatives.

During the year ended December 31, 2023 , there were no ineffective portions relating to these hedges and the hedges remained effective through their respective settlement dates.

During the year ended December 31, 2022 , there were three ineffective portions related to these hedges.

During the year ended December 31, 2021, there were no ineffective portions relating to these hedges and the hedges remained effective through their respective settlement dates.

As of December 31, 2023 , the Company had no designated hedges and five non-designated hedges.

As of December 31, 2022 , the Company had no designated hedges and three non-designated hedges.

During the year ended December 31, 2024 and December 31, 2023, there were no ineffective portions relating to these hedges and the hedges remained effective through their respective settlement dates.

During the year ended December 31, 2022, there were three ineffective portions relating to these hedges.

As of December 31, 2024 and December 31, 2023 , the Company had no designated hedges and five non-designated hedges.

Operating segments are defined as components of an enterprise engaging in business activities for which separate financial information is available that is regularly evaluated by the Group’s chief operating decision makers (CODM).

Based on the criteria established by ASC 280 Segment Reporting , the Company’s CODM has been identified as the executive leadership team (ELT), which includes the Chief Executive Officer, the Chief Financial Officer and several other members of the ELT.

The ELT reviews a monthly executive reporting package based on consolidated results of the Company when making decisions about allocating resources and assessing performance.

The Company derives revenues from customers through the development, manufacturing, marketing, sales, and rental of respiratory products.

The Company considered the following when assessing its segment determination:

the similar nature of the Company’s products and services that are included together in the oxygen therapy and respiratory care markets;

the consistent production processes used to manufacture the Company’s products;

the same channels used to distribute and sell the Company’s products;

and the products align and qualify as respiratory durable medical equipment per the regulatory definition.

Therefore, the Company determined that it operates and reports in only one operating and reportable segment.

The CODM assesses performance for the one operating and reportable segment and decides how to allocate resources based on the segment profit or loss measure and adjusted EBITDA.

The measure of segment assets is reported on the balance sheet as “total assets.” The CODM determined that the Company’s segment profit or loss measure that is most consistent with GAAP measurement principles is net loss to evaluate income and loss generated from segment assets (return on assets).

Net Loss for the Company’s one operating and reportable segment is reported on the consolidated statements of comprehensive loss.

The Company evaluated the monthly executive reporting package and did not identify any significant or other expenses for disclosure that are not already presented on the consolidated statements of comprehensive loss.

Subsequent Events

Collaboration Agreement

On January 25, 2025, the Company entered into a Strategic Collaboration Agreement (Collaboration Agreement) with Jiangsu Yuyue Medical Equipment & Supply Co., Ltd.

The collaboration with Yuwell is expected to broaden the Company’s product portfolio through distribution of certain respiratory products in the United States and select other territories, expand and enhance Inogen’s innovation pipeline through R&D collaboration, and accelerate the entry of the Company’s brand into the Chinese market.

The Collaboration Agreement will establish guidelines and principles relating to the parties’ cooperation with respect to distribution, research and development, licensing, and supply chain optimization.

The parties have also entered into two distribution arrangements whereby Inogen will distribute certain products supplied by Yuwell in the United States and specified European countries and Yuwell will distribute certain products supplied by the Company in specified Asia Pacific countries.

Securities Purchase Agreement

On January 25, 2025, the Company entered into a Securities Purchase Agreement (Purchase Agreement) with Yuwell (Hong Kong) Holdings Limited (Investor), a wholly-owned subsidiary of Jiangsu Yuyue Medical Equipment & Supply Co., Ltd., pursuant to which the Investor purchased 2,626,425 shares of the Company’s common stock, at a price per share of $ 10.36 , for an aggregate purchase price of approximately $ 27,210 (the Private Placement).

The closing of the Private Placement took place on February 21, 2025.

Valuation and Quali fying Accounts

21 unchanged sentences

Kapust, as the entitled holders’ agent.

First Amendment to Agreement and Plan of Merger, dated August 6, 2019 between the Company and New Aera, dated January 18, 2021.

Share Purchase Agreement dated July 10, 2023, by and among Inogen, Inc.

7 unchanged sentences

Form of Director and Executive Officer Indemnification Agreement.

2002 Stock Plan, as amended.

Form of Notice of Stock Option Grant and Stock Option Agreement under the 2002 Stock Plan, as amended.

2012 Equity Incentive Plan, as amended.

Form of Stock Option Agreement under the 2012 Equity Incentive Plan.

2014 Equity Incentive Plan.

5 unchanged sentences

2014 Employee Stock Purchase Plan.

Executive Incentive Compensation Plan.

License Agreement, dated July 23, 2007, between the Registrant and Air Products and Chemicals, Inc.

Amendment to License Agreement, dated October 23, 2009, between the Registrant and Air Products and Chemicals, Inc.

Amendment No.

2 to License Agreement, dated October 4, 2010, between the Registrant and Air Products and Chemicals, Inc.

Amendment No.

3 to License Agreement, dated March 22, 2011, between the Registrant and Air Products and Chemicals, Inc.

Amended and Restated Employment and Severance Agreement, effective January 1, 2017, between the Registrant and Byron Myers.

Lease Agreement by and between the Company, Cleveland American, LLC and Holdings Cleveland American, LLC, dated as of May 31, 2017.

First Amendment to Lease Agreement between the Company, Cleveland American, LLC and Holdings Cleveland American, LLC, dated as of January 10, 2018.

Second Amendment to Lease Agreement between the Company, Cleveland American, LLC and Holdings Cleveland American, LLC, dated as of May 1, 2018.

Lease Agreement dated June 19, 2019, by and between the Company, and RAF Pacifica Group – Real Estate Fund IV, LLC, APG Hollywood Center, LLC, and APG Airport Freeway Center, LLC.

3 unchanged sentences

Employment and Severance Agreement between the Company and Nabil Shabshab, dated January 22, 2021.

First Amendment to Agreement and Plan of Merger, dated August 6, 2019 between the Company and New Aera, dated January 18, 2021.

Employment and Severance Agreement between the Company and George Parr, dated April 12, 2021.

Employment and Severance Agreement, between the Company and Stanislav Glezer, dated June 21, 2021.

Employment and Severance Agreement, between the Company and Jason M.

Somer, dated July 12, 2021.

First Amendment to Lease dated as of June 17, 2021, by and between the Company and RAF Pacifica Group – Real Estate Fund IV, LLC, APG Hollywood Center, LLC and APG Airport Freeway Center, LLC.

Private Label Distribution Agreement, by and between the Company and OxyGo HQ Florida, LLC, dated as of September 23, 2021.

Transition Agreement and Release, dated September 30, 2021, between the Company and Brenton Taylor.

Amended and Restated Employment and Severance Agreement, dated October 11, 2021, between the Company and Stanislav Glezer.

Offer Letter by and between the Company and Michael K.

Sergesketter, dated December 10, 2021.

Transition Agreement and Release between the Company and Alison Bauerlein, dated December 10, 2021.

Consulting Agreement by and between the Company and Raymond Huggenberger, effective December 29, 2021.

Employment and Severance Agreement by and between the Company and Kristin A.

Caltrider, effective March 21, 2022.

Transition Agreement and Release between the Company and Bart Sanford, dated February 6, 2023.

2023 Equity Incentive Plan .

Form of Stock Option Agreement under the 2023 Equity Incentive Plan.

Form of Restricted Stock Unit Agreement (Time-Based) under the 2023 Equity Incentive Plan.

Form of Restricted Stock Unit Agreement (Performance-Based) under the 2023 Equity Incentive Plan .

Terms and Conditions of Convertible Bonds Issued by Physio-Assist dated July 10, 2023 .

Amended and Restated 2023 Equity Incentive Plan.

Form of Stock Option Agreement under the Amended and Restated 2023 Equity Incentive Plan.

Form of Restricted Stock Unit Agreement (Time-Based) under the Amended and Restated 2023 Equity Incentive Plan.

Form of Restricted Stock Unit Agreement (Performance-Based) under the Amended and Restated 2023 Equity Incentive Plan.

Outside Director Compensation Policy

Filed Herewith

Assignment and Assumption of Lease Agreement dated July 13, 2023 between Inogen, Inc.

and Sonos, Inc.

Severance Agreement and Release between the Company and George Parr, dated July 31, 2023.

Offer Letter by and between Inogen, Inc.

and Michael K.

Sergesketter, dated September 6, 2023.

Employment and Severance Agreement by and between the Company and Kevin Smith, dated November 10, 2023.

Employment and Severance Agreement by and between the Company and Kevin R.M.

Smith, dated November 10, 2023.

Separation Agreement and Release by and between the Company and Nabil Shabshab, dated November 22, 2023.

1 unchanged sentence

Employment Contract by and between the Company and Grégoire Ramade, dated October 5, 2023

Filed Herewith

1 to the Employment Contract dated January 4, 2024, between the Company and Gregoire Ramade.

Separation Agreement and Release by and between the Company and Stanislav Glezer, dated May 10, 2024

Employment Contract by and between the Company and Kevin P.

Smith, dated effective as of July 22, 2024

Transition Agreement and Release by and between the Company and Jason M.

Somer, dated July 26, 2024

Lease Agreement, dated July 27, 2023, by and between the Company and Townsgate Business Park 2, LLC and Majestic Luna 2, LLC, as tenants-in-common

Insider Trading Policy

Filed Herewith

Subsidiaries of the Registrant

Filed Herewith

Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm

10 unchanged sentences

Clawback Policy

Filed Herewith

Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

2 unchanged sentences

+ Indicates a management contract or compensatory plan.

* Portions of the exhibit have been omitted pursuant to Item 601(b)(10) of Regulation S-K.

The Company agrees to furnish to the Securities and Exchange Commission a copy of any omitted portions of the exhibit upon request.

~ The certifications attached as Exhibit 32.1 that accompany this Annual Report on Form 10-K, are deemed furnished and not filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of Inogen, Inc.

1 unchanged sentence

Pursuant to the requirements of Section 13 or 15(d) 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.

March 1, 2024

February 28, 2025

Chief Executive Officer

2 unchanged sentences

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Kevin R.

Smith and Michael K.

Sergesketter, and each of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitutes, may lawfully do or cause to be done by virtue thereof.

Smith and Michael Bourque, and each of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitutes, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Chief Executive Officer, President and Director

March 1, 2024

February 28, 2025

(Principal Executive Officer)

/s/ Michael K.

/s/ Michael Bourque

Chief Financial Officer

March 1, 2024

February 28, 2025

Michael Bourque

(Principal Accounting and Financial Officer)

1 unchanged sentence

Chairperson of the Board

March 1, 2024

February 28, 2025

Elizabeth Mora

/s/ Glenn Boehnlein

March 1, 2024

February 28, 2025

Glenn Boehnlein

/s/ Kevin King

March 1, 2024

February 28, 2025

/s/ Mary Katherine Ladone

March 1, 2024

February 28, 2025

Mary Katherine Ladone

/s/ Heather Rider

March 1, 2024

February 28, 2025

Heather Rider

/s/ Thomas West

March 1, 2024

/s/ Mira Sahney

February 28, 2025

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data