As filed with the Securities and Exchange Commission on April 3, 2023
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Nogin, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 7372 | 86-1370703 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
1775 Flight Way STE 400
Tustin, CA 92782
(949) 222-0209
(Address, including zip code, and telephone number, including area code, of registrants principal executive offices)
Michael Bassiri
General Counsel and Vice President of Corporate and Business Development
1775 Flight Way STE 400
Tustin, CA 92782
(949) 222-0209
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Peter Handrinos, Esq. Latham & Watkins LLP 200 Clarendon Street, 27th Floor Boston, MA 02116 |(617) 948-6000 |
John M. Greer Ryan J. Lynch Latham & Watkins LLP 811 Main Street, Suite 3700 Houston, TX 77002 (713) 546-5400 |
Faith L. Charles Naveen Pogula Thompson Hine LLP 335 Madison Ave, 12th Floor New York, New York 10017 (212) 908-3907 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ 333-269765
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
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 7(a)(2)(B) of the Securities Act. ☐
The Registration Statement shall become effective upon filing in accordance with Rule 462(b) promulgated under the Securities Act of 1933, as amended.
EXPLANATORY NOTE AND INCORPORATION BY REFERENCE
This Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, or the Securities Act, for the sole purpose of increasing the aggregate offering price of shares of common stock, pre-funded warrants, common warrants and shares of common stock issuable upon exercise of the pre-funded warrants and common warrants to be offered by Nogin, Inc., or the Registrant, by $8,000,000. The contents of the Registration Statement on Form S-1 (File No. 333-269765) filed by the Registrant with the Securities and Exchange Commission, or the Commission, pursuant to the Securities Act, or the Prior Registration Statement, which was declared effective by the Commission on April 3, 2023, including all exhibits to the Prior Registration Statement, are incorporated by reference into this Registration Statement. The additional securities that are being registered for issuance and sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in the Calculation of Filing Fees table contained in the Prior Registration Statement.
The required opinion and consents are listed on an Exhibit Index attached hereto and filed herewith.
Item 16. Exhibits and Financial Statement Schedules.
(a) | Exhibits. |
Incorporated by Reference |
||||||||||||||
Exhibit | Form | Exhibit | Filing Date |
|||||||||||
5.1** | Opinion of Latham & Watkins LLP. | |||||||||||||
23.1 | Consent of Grant Thornton LLP. | |||||||||||||
23.2** | Consent of Latham & Watkins LLP (included in Exhibit 5.1). | |||||||||||||
24.1** | Power of Attorney (included on signature page of the initial filing of this Registration Statement). | |||||||||||||
107** | Filing Fee Table. |
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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned hereunto duly authorized, on this 3rd day of April, 2023.
Nogin, Inc. | ||
By: | /s/ Jonathan S. Huberman | |
Name: | Jonathan S. Huberman | |
Title: | Chief Executive Officer, President and Chairman of the Board of Directors |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities held on the dates indicated.
Signature |
Title |
Date | ||
/s/ Jonathan S. Huberman Jonathan S. Huberman |
Chief Executive Officer, President and Chairman of the Board of Directors (Principal Executive Officer) |
April 3, 2023 | ||
/s/ Shahriyar Rahmati Shahriyar Rahmati |
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
April 3, 2023 | ||
* Geoffrey Van Haeren |
Chief Technology Officer and Director |
April 3, 2023 | ||
* Wilhelmina Fader |
Director | April 3, 2023 | ||
* Eileen Moore Johnson |
Director | April 3, 2023 | ||
* Hussain Baig |
Director | April 3, 2023 | ||
* Andrew Pancer |
Director | April 3, 2023 |
By: | /s/ Jonathan S. Huberman | |
Name: | Jonathan S. Huberman | |
Title: | Attorney-in-fact |
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