Nogin (NOGN) Announces $20M Share Offering

Nogin (NASDAQ: NOGN) has just filed the following:

We are offering on a “reasonable best efforts” basis up to $20.0 million of shares of our common stock, $0.0001 par value per share (“common stock”), at an assumed purchase price of $10.00 per share. Our shares of common stock are listed on the Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “NOGN.” On March 24, 2023, the last reported sale price of our shares of common stock on Nasdaq was $0.50 per share, or $10.00 per share as adjusted to reflect a 1-for-20 reverse stock split of our common stock that we anticipate will be effected prior to the completion of this offering. Unless otherwise indicated, all information in this prospectus, with the exception of our historical financial statements, assumes and gives effect to the contemplated reverse stock split.

We are also offering on a “reasonable best efforts” basis pre-funded warrants, or “Pre-Funded Warrants,” to purchase up to 2,000,000 shares of common stock. We are offering to certain purchasers whose purchase of common stock in this offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% of our outstanding shares of common stock immediately following the consummation of this offering, the opportunity to purchase, if any purchaser so chooses, Pre-Funded Warrants, in lieu of shares of common stock that would otherwise result in such purchaser’s beneficial ownership exceeding 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding shares of common stock. The purchase price of each Pre-Funded Warrant is $10.00 (which is equal to the assumed public offering price per share of common stock to be sold in this offering minus $0.0001, the exercise price per share of common stock of each Pre-Funded Warrant). The Pre-Funded Warrants are immediately exercisable and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. For each Pre-Funded Warrant we sell, the number of shares of common stock we are offering will be decreased on a one-for-one basis.

Our shares of common stock and Pre-Funded Warrants are being offered together with warrants, or “Common Warrants,” to purchase up to 2,000,000 shares of common stock. Each share of common stock and Pre-Funded Warrant will be sold together with one Common Warrant. Each Common Warrant has an exercise price of $10.00 per share (representing 100% of the assumed public offering price per share of common stock to be sold in this offering) and will expire on the fifth anniversary of the original issuance date. Because we will issue a Common Warrant for each share of common stock and for each Pre-Funded Warrant sold in this offering, the number of Common Warrants sold in this offering will not change as a result of a change in the mix of shares of common stock and Pre-Funded Warrants sold.

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