| Item 1.01. | Entry into a Material Definitive Agreement. |
On April 4, 2023, Nogin, Inc. (the “Company”) entered into Securities Purchase Agreements (the “Purchase Agreements”) with certain investors (the “Investors”), pursuant to which the Company agreed to sell, issue, and deliver to Investors, in a registered public offering (the “Offering”) (i) 7,333,334 shares of the Company’s common stock (the “Common Stock”), par value $0.0001 per share (each a “Share” and collectively the “Shares”), and (ii) warrants to purchase 7,333,334 shares of Common Stock (the “Common Warrants”). Under the terms of the Purchase Agreements, the Company agreed to sell its Common Stock and accompanying Common Warrants at a combined offering price of $3.00 per Share and accompanying Common Warrant.
A.G.P./Alliance Global Partners acted as the lead placement agent and Maxim Group LLC acted as the co-placement agent (collectively, the “Placement Agents”) on a “reasonable best efforts” basis in connection with the Offering. The Shares and Common Warrants sold and the Shares issuable upon the exercise of the Common Warrants are being offered and sold under the Company’s Registration Statement on Form S-1, as amended (File No. 333-269765), initially filed by the Company with the Securities and Exchange Commission (“SEC”) on February 14, 2023 and declared effective on April 3, 2023.
Each Purchase Agreement contains customary conditions to closing, representations and warranties of the Company, and termination rights of the parties, as well as certain indemnification obligations of the Company and ongoing covenants for the Company. In addition, under the Purchase Agreements, for a period of ninety (90) days from the closing date of the Offering, the Company (and its subsidiaries) agreed not to (i) issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of the Company’s Common Stock or common stock equivalents (other than certain exempt issuances); or (ii) to file any registration statement or amendment or supplement thereto, other than the prospectus supplements or filing a registration statement on Form S-8 in connection with an employee benefit plan of the Company. Furthermore, for a period of six (6) months from the closing date of the Offering, the Company (and its subsidiaries) shall be prohibited from effecting or entering into certain agreements for the issuance of Common Stock or common stock equivalents (or a combination thereof) involving a Variable Rate Transaction, as defined in the Purchase Agreements.
The closing of the Offering is expected to occur on April 6, 2023, subject to satisfaction of customary closing conditions set forth in the Purchase Agreements. The Company is expected to receive gross proceeds of approximately $22.0 million in connection with the Offering before deducting Placement Agent fees and other offering expenses. The Company intends to use the net proceeds from the Offering to repurchase promissory notes from holders of its convertible notes pursuant to such holder’s put options, and for general corporate purposes, which may include, but is not limited to, working capital and capital expenditures.
The Company also entered into a Placement Agency Agreement, dated April 4, 2023, by and between the Company and the Placement Agents (the “Placement Agency Agreement”). Pursuant to the Placement Agency Agreement, the Placement Agents will receive a cash fee equal to 8.0% of the aggregate purchase price paid by investors in this offering; provided, however, that the Placement Agents will receive a cash fee equal to 4.0% of the aggregate purchase price paid by certain affiliate purchasers, a cash fee equal to 8.0% of the aggregate purchase price paid by any of the holders of the Company’s convertible notes in excess of the aggregate principal amount of such holder’s promissory note dated March 26, 2023 (the “Promissory Notes”), no cash fee on the amount of the aggregate purchase price received in the Offering from holders of the Company’s convertible notes up to the aggregate principal amount of such holder’s Promissory Note, a non-accountable expense allowance of $25,000 and accountable expenses of up to $100,000 related to the legal fees.
