Inogen Inc

Current report

We may not realize the anticipated benefits of the sale of our Rental Business, and the sale exposes us to risks that could adversely affect our business, financial condition, and results of operations.

Current report

On November 2, 2026, we completed the sale of certain assets of our Rental Business to Rotech pursuant to the Purchase Agreement. The consideration for the sale consists of an aggregate purchase price of up to $24.8 million, payable in six installments commencing on January 4, 2027 and subject to a post-closing reconciliation based on the actual assets transferred and administrative fees for patient transfers completed following the closing. Because the consideration is payable over time, we are subject to the credit risk of Rotech. If Rotech fails to make, delays, or disputes any installment payment, or if the post-closing reconciliation results in lower consideration than we anticipate, including because fewer patients transfer than we expect, we may receive less than the full consideration, we may be required to reduce the estimated gain on the sale that we expect to recognize in the fourth quarter of 2026 or recognize a loss, and we may incur costs to enforce our rights under the Purchase Agreement.

Current report

We retained certain assets and liabilities of the Rental Business that were not included in the sale, including accounts receivable and liabilities arising from the operation of the Rental Business before the closing. These retained liabilities may include obligations related to billing and reimbursement for rental services provided before the closing; refunds, recoupments, or overpayment demands resulting from audits or reviews by Medicare, Medicaid, or other third-party payors; and claims by patients or other third parties. We may be unable to collect the retained accounts receivable in the amounts or on the timing we expect. In addition, we made representations and warranties and agreed to covenants and indemnification obligations in the Purchase Agreement, and we may be subject to claims by Rotech for any breach. Any of these liabilities or claims could exceed our estimates and adversely affect our results of operations and cash flows.

Current report

The transition of rental patients to Rotech requires coordination among us, Rotech, prescribers, and patients, and must be completed in compliance with applicable laws, including the Health Insurance Portability and Accountability Act of 1996 and state privacy laws, and with payor requirements. Delays or disruptions in the patient transition, or any interruption in patients’ access to oxygen therapy, could reduce the administrative fees we receive and could result in regulatory scrutiny, claims, or harm to our reputation with patients, prescribers, and payors.

Current report

The Rental Business generated rental revenue of $35.6 million for the nine months ended September 30, 2026. Following the sale, we no longer generate rental revenue and will be more dependent on sales of our portable and stationary oxygen concentrators, Simeox, Aurora CPAP masks, and related products. We may be unable to reduce corporate overhead and other costs previously supported by the Rental Business in a timely manner or at all, which could adversely affect our operating margins. The sale may also affect our relationships with patients, prescribers, and other partners who previously interacted with us through the Rental Business. In addition, the sale and the related transition activities may divert management’s attention from our continuing operations.

Current report

We continue to maintain our home medical equipment accreditation to support patient access to the Simeox airway clearance system and potentially other future products. Maintaining this accreditation and our related Medicare supplier enrollment requires ongoing compliance with applicable supplier and accreditation standards, and changes to our operations following the sale could affect our ability to maintain our accreditation or enrollment. Our ability to obtain reimbursement coverage and payment for Simeox in the United States also remains uncertain. If we are unable to maintain our accreditation or enrollment, or to obtain reimbursement for Simeox or other products, we may not realize the anticipated benefits of retaining our home medical equipment accreditation.

Current report

We may not achieve the anticipated cost savings or other benefits of our cost reduction program, and the program may disrupt our business.

Current report

On November 5, 2026, our Board of Directors approved a cost reduction program designed to align our cost structure and organizational resources with our go-forward operations following the sale of the Rental Business. We expect the program to generate approximately $20 million of annualized cost savings, with approximately half of the savings to be realized in the fourth quarter of 2026 and the remainder throughout 2027, and we expect the program to be substantially completed by the end of 2027. These expectations are based on estimates and assumptions that may prove inaccurate, and we may be unable to implement the program on the timeline or at the cost we expect, or to realize the anticipated savings in full or at all. We may incur restructuring charges, including severance and other employee-related costs, that are greater than we anticipate, and we may incur unexpected costs or need to make additional investments that offset any savings. The program may also result in the loss of key employees and institutional knowledge, reduced employee morale and productivity, disruptions to our operations, including our sales, research and development, quality, and regulatory compliance functions, and diversion of management’s attention from our business. Any of these events could adversely affect our business, financial condition, and results of operations.