NOGIN, INC. : Material Modification to Rights of Security Holders, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K)

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 Company's 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 Company's 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 Company's 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 Company's 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 Company's warrants will continue to be traded under the symbol "NOGNW" and the CUSIP number for the Company's 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 Company's 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.

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Item 9.01. Financial Statement and Exhibits.

(d)  Exhibits.

                                                                        Incorporated by Reference
Exhibit                                                                                      Filing
Number                           Description                           Form      Exhibit      Date

3.1          Certificate of Amendment to Second Amended and
           Restated Certificate of Incorporation of Nogin, Inc.

99.1         Press Release dated March 28, 2023.

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



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