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
Companys 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 Companys 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 Companys 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 Companys 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 Companys warrants will
continue to be traded under the symbol NOGNW and the CUSIP number for the Companys 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 Companys 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.