Nogin Announces Pricing of $22 Million Public Offering
April 04 2023 - 8:30AM
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 a 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 NoginNogin (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.
Cautionary Statements Concerning
Forward-Looking StatementsThis release contains certain
forward-looking statements within the meaning of the federal
securities laws, including statements regarding the development and
adoption of the Company’s platform. These forward-looking
statements generally are identified by the words “believe,”
“project,” “expect,” “anticipate,” “estimate,” “intend,”
“strategy,” “future,” “opportunity,” “plan,” “may,” “should,”
“would,” “will continue,” “will likely result,” and similar
expressions. Forward-looking statements are predictions,
projections, and other statements about future events that are
based on current expectations and assumptions and, as a result, are
subject to risks and uncertainties. Forward-looking information
includes, but is not limited to, statements regarding: the
Company’s equity offering and the expected timing of events related
thereto. Many factors could cause actual future events to differ
materially from the forward-looking statements in this document,
including the trading price and volatility of Nogin’s common stock,
Nogin’s ability to come back into and maintain compliance with the
minimum bid price and other continued listing requirements of the
Nasdaq Stock Market LLC, risks relating to Nogin’s business and
risks related to the satisfaction of closing conditions in the
securities purchase agreements related to the offering. The
foregoing list of factors is not exhaustive. You should carefully
consider the foregoing factors and the other risks and
uncertainties described in the “Risk Factors” section of our (i)
Annual Report on Form 10-K filed with the Securities and Exchange
Commission (the “SEC”) on March 23, 2023 and (ii) other documents
filed by the Company from time to time with the SEC. These filings
identify and address other important risks and uncertainties that
could cause actual events and results to differ materially from
those contained in the forward-looking statements. Forward-looking
statements speak only as of the date they are made. Readers are
cautioned not to put undue reliance on forward-looking statements,
and the Company assumes no obligation to update or revise these
forward-looking statements, whether as a result of new information,
future events, or otherwise, except as required by law, including
the securities laws of the United States and the rules and
regulations of the SEC. The Company does not give any assurance
that it will achieve its expectations.
Contacts
Media Contact:BOCA Communications for
Noginnogin@bocacommunications.com
Nogin Investor Relations
Contact:Cody Slach and Tom ColtonGateway Investor
Relations949-574-3860nogin@gatewayir.com
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