Exhibit 99.1

Nogin Announces Pricing of $22 Million Public Offering
TUSTIN, California – April 4, 2023 – Nogin, Inc. (Nasdaq: NOGN) (“Nogin” or the “Company”), a leading provider of innovative Commerce-as-a-Service (CaaS) technology and services, today announced the pricing of its “reasonable best efforts” public offering of 7,333,334 shares of common stock (or pre-funded warrants in lieu thereof) and 7,333,334 common warrants to purchase 7,333,334 shares of common stock at a combined price of $3.00 per share and common warrant for aggregate gross proceeds of approximately $22 million, before deducting placement agent fees and other offering expenses.
The offering includes participation from members of the Company’s management team and board of directors, as well as other insiders and holders of the Company’s convertible notes.
The closing of the offering is expected to occur on or about April 6, 2023, subject to the satisfaction of customary closing conditions. The Company intends to use the net proceeds from the offering to repurchase promissory notes from holders of its convertible notes pursuant to their put options and for general corporate purposes, including working capital and capital expenditures.
A.G.P./Alliance Global Partners is acting as the lead placement agent for the offering and Maxim Group LLC is acting as co-placement agent.
The securities described above are being offered pursuant to a registration statement on Form S-1 (File No. 333-269765) previously filed with the Securities and Exchange Commission (SEC) which became effective on April 3, 2023. The offering is being made only by means of a prospectus forming part of the effective registration statement. Copies of the preliminary prospectus and, when available, copies of the final prospectus, relating to the offering may be obtained on the SEC’s website located at http://www.sec.gov. Electronic copies of the final prospectus relating to the offering may be obtained, when available, from A.G.P./Alliance Global Partners, 590 Madison Avenue, 28th Floor, New York, NY 10022, or by telephone at (212) 624-2060, or by email at prospectus@allianceg.com.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation, or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.
About Nogin
Nogin (Nasdaq: NOGN, NOGNW), the Intelligent Commerce company, provides the world’s leading enterprise-class ecommerce technology and services for brand leaders that need to deliver superior growth with predictable costs and an exceptional online experience. The Nogin Intelligent Commerce technology is a cloud-based ecommerce environment purpose-built for brands selling direct-to-consumer (D2C) and through online channel partners. Nogin frees its customers to focus on their brands while running as much or as little of the infrastructure as they choose. Founded in 2010, Nogin optimizes the entire ecommerce lifecycle for D2C brands, such as bebe, Brookstone, Hurley, and Kenneth Cole, achieving average growth of more than 40% in annual gross merchandise value (GMV) in the first year. To learn more, visit www.nogin.com or follow us on LinkedIn and on Twitter at @Nogincommerce.