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    Nogin Inc. filed SEC Form 8-K: Regulation FD Disclosure, Financial Statements and Exhibits

    9/11/23 4:43:59 PM ET
    $NOGN
    EDP Services
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    8-K
    false 0001841800 0001841800 2023-09-11 2023-09-11 0001841800 nogn:CommonStockParValue0.0001PerShare2Member 2023-09-11 2023-09-11 0001841800 nogn:WarrantsToPurchaseCommonStock1Member 2023-09-11 2023-09-11

     

     

    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) September 11, 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. ☐

     

     

     


    Item 7.01.

    Regulation FD Disclosure.

    On September 11, 2023, Nogin, Inc. (the “Company”) posted presentation materials on the Investor Relations section of the Company’s website at https://ir.nogin.com/. Members of the Company’s management may use all or portions of these materials from time to time in meetings with or when making presentations to the investment community, current or potential stakeholders and others. The presentation materials are furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K (this “Report”).

    The information in this Item 7.01 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    Investor Presentation dated September 11, 2023.         
    104    Cover Page Interactive Data File, formatted in Inline XBRL (included as Exhibit 101).         

     


    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: September 11, 2023     By:  

    /s/ Jonathan S. Huberman

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

     

    2

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