8-K/A

Nogin, Inc.

Date: May 17, 2023

/s/ Jonathan S. Huberman

Jonathan S. Huberman

Chief Executive Officer, President and Chairman of the Board

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) May 15, 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 to purchase 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. ☐

EXPLANATORY NOTE.

This Amendment No. 1 on Form 8-K/A is being filed by Nogin, Inc. (the “Company”) to amend its Current Report on Form 8-K with a filing date of May 17, 2023 (the “Original Report”), solely to correct a typographical error found in the Original Report whereby “Item 2.02. Results of Operations and Financial Condition.” was erroneously reported as “Item 1.01. Entry into a Material Definitive Agreement.” Except as provided herein, the disclosures made in the Original Report remain unchanged.

Item 2.02.

Results of Operations and Financial Condition.

On May 15, 2023, the Company announced financial results for the fiscal quarter ended March 31, 2023. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K (this “Report”).

The information in this Item 2.02 of this Report (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

99.1	Press Release dated May 15, 2023.

104	Cover Page Interactive Data File, formatted in Inline XBRL (included as Exhibit 101).