false 0001841800 --12-31 0001841800 2023-03-28 2023-03-28 0001841800 nogn:CommonStockParValue0.0001PerShareMember 2023-03-28 2023-03-28 0001841800 nogn:WarrantsEachWholeWarrantExercisableForOneShareOfCommonStockMember 2023-03-28 2023-03-28

 

 

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

Date of Report (Date of earliest event reported): March 28, 2023

 

 

Nogin, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-40682   86-1370703
(State or other jurisdiction
of incorporation)
 

(Commission

File Number)

  (IRS Employer
Identification No.)

 

1775 Flight Way STE 400, Tustin, California   92782
(Address of principal executive offices)   (Zip Code)

(949) 222-0209

Registrant’s telephone number, including area code

N/A

(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:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading
Symbol(s)

 

Name of each exchange
on which registered

Common stock, par value $0.0001 per share   NOGN   The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one share of Common stock   NOGNW   The Nasdaq Stock Market LLC

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 3.03.

Material Modification to Rights of Security Holders.

The information set forth under Item 5.03 of this Current Report on Form 8-K (this “Report”) is incorporated by reference into this Item 3.03.

 

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On March 28, 2023, Nogin, Inc. (the “Company” or “Nogin”) filed with the Secretary of State of the State of Delaware a Certificate of Amendment to its Second Amended and Restated Certificate of Incorporation (the “Charter Amendment”) to effect a 1-for-20 reverse stock split of the Company’s common stock (the “Reverse Stock Split”), effective as of 5:00 p.m. Eastern Daylight Time on March 28, 2023.

Proportionate adjustments will be made, as necessary, to the per share exercise price and the number of shares of the Company’s common stock that may be purchased upon exercise of (i) outstanding equity awards granted by the Company and (ii) warrants issued by the Company, and, if necessary, the number of shares of common stock reserved for future issuance under the Company’s 2022 Incentive Award Plan will be proportionately reduced in accordance with the terms of such plan.

No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders who would otherwise be entitled to receive fractional shares as a result of the Reverse Stock Split will be entitled to a cash payment in lieu of such fractional shares, in an amount equal to the product obtained by multiplying (a) the closing price per share of Nogin common stock (as on a split-adjusted basis) as reported on The Nasdaq Global Market (“Nasdaq Global”) on March 28, 2023, by (b) the fraction of one share to which the stockholder would otherwise be entitled to.

Following the effective time of the Reverse Stock Split, the Company’s common stock will continue to be traded under the symbol “NOGN” and will begin trading on a reverse stock split-adjusted basis on Nasdaq Global at the beginning of trading on Wednesday, March 29, 2023 or as soon thereafter as practicable, under the new CUSIP number 65528N 204. The Company’s warrants will continue to be traded under the symbol “NOGNW” and the CUSIP number for the Company’s warrants will remain unchanged; however, they will be impacted by the same Reverse Stock Split ratio upon exercise.

For more information about the Reverse Stock Split, see the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on February 6, 2023. The foregoing description of the Charter Amendment is not complete and is subject to, and qualified in its entirety by, the complete text of the Charter Amendment, which is filed as Exhibit 3.1 to this Report, and incorporated by reference into this Item 5.03.

 

Item 7.01.

Regulation FD Disclosure.

On March 28, 2023, the Company issued a press release announcing that it had filed the Charter Amendment with the Secretary of State of the State of Delaware and other matters related to the Reverse Stock Split. A copy of the press release announcing these matters is filed as Exhibit 99.1 to this Report, and is incorporated by reference into this Item 7.01.

The information set forth in 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 otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.


Item 9.01.

Financial Statement and Exhibits.

(d)    Exhibits.

 

         

Incorporated by Reference

Exhibit
Number

  

Description

  

Form

  

Exhibit

  

Filing
Date

3.1    Certificate of Amendment to Second Amended and Restated Certificate of Incorporation of Nogin, Inc.         
99.1    Press Release dated March 28, 2023.         
104    Cover Page Interactive Data File, formatted in Inline XBRL (included as Exhibit 101).         

 

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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.

 

    Nogin, Inc.
Date: March 28, 2023     By:  

/s/ Jonathan S. Huberman

    Name:   Jonathan S. Huberman
    Title:   Chief Executive Officer, President and Chairman of the Board

 

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