Amended Statement of Beneficial Ownership (sc 13d/a)
12 April 2023 - 6:31AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Nogin, Inc.
(Name of Issuer)
Common Stock
(Title of
Class of Securities)
65528N105
(CUSIP Number)
Stephen
Choi
300 Meters South Mall Santa Ana,
Puerto De Hierro #5, Santa Ana
San Jose, CA 10903
+506
87254550
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
April 6, 2023
(Date
of Event Which Requires Filing of This Statement)
If the filing
person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐
Note: Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.
* |
The remainder of this cover page shall be filled out for a reporting persons initial filing on this form
with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of
the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 65528N105 |
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13D |
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Page 1 of 6 pages |
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1 |
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Names of Reporting Persons
Stephen Choi |
2 |
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Check the Appropriate Box
if a Member of a Group (a) ☐ (b) ☐
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3 |
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SEC Use Only
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4 |
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Source of Funds (See
Instructions) OO |
5 |
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Check if disclosure of
legal proceedings is required pursuant to Items 2(d) or 2(e)
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6 |
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Citizenship or Place of
Organization United
States |
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NUMBER OF
SHARES BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH |
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7 |
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Sole Voting Power
1,436,590 |
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8 |
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Shared Voting Power
0 |
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9 |
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Sole Dispositive Power
1,436,590 |
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10 |
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Shared Dispositive Power
0 |
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11 |
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,436,590 |
12 |
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares ☐ |
13 |
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Percent of Class
Represented by Amount in Row (11) 13.0% |
14 |
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Type of Reporting
Person IN |
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CUSIP No. 65528N105 |
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13D |
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Page 2 of 6 pages |
EXPLANATORY NOTE
This Amendment No. 1 to Schedule 13D amends and supplements the Schedule 13D originally filed with the United States Securities and
Exchange Commission (the SEC) on March 17, 2023 (as amended, the Schedule 13D), relating to the shares of common stock, par value $0.0001 per share (the Common Stock) of Nogin, Inc., a Delaware corporation
(the Issuer). Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D.
Item 3. |
Source and Amount of Funds or Other Consideration. |
Item 3 of the Schedule 13D is hereby amended and supplemented as follows:
Item 4 below summarizes certain provisions of the Purchase Agreement (as defined below) that pertain to the securities acquired by the
Reporting Person. Pursuant to the Purchase Agreement, upon consummation of the Offering (as defined below), the Reporting Person purchased 333,333 shares of Common Stock and warrants to purchase 333,333 shares of Common Stock (the Common
Warrants) from the Issuer for a total consideration of $999,999.00. The Reporting Person used personal funds to purchase these shares.
Item 4. |
Purpose of Transaction. |
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
Purchase Agreement
On April 6, 2023
(the Closing Date), pursuant to the Securities Purchase Agreement, dated as of April 4, 2023 (the Purchase Agreement), by and among the Issuer and the Reporting Person, the Issuer sold, issued, and delivered to the
Reporting Person, in a registered public offering (the Offering), 333,333 shares of Common Stock and 333,333 Common Warrants at a combined offering price of $3.00 per share and accompanying Common Warrant. Each of the Common Warrants has
an exercise price of $3.00 per share and is exercisable by the holder at any time on or after the Closing Date. The Common Warrants will expire five years following the issuance date.
Lock-Up Agreement
On April 4, 2023, in
connection with the Purchase Agreement, the Issuer and the Reporting Person entered into a Lock-Up Agreement (the Lock-Up Agreement), pursuant to which the Reporting Person agreed to not, for a period of 90 days following the Closing
Date, subject to certain exceptions, (1) offer, pledge, sell, contract to sell, encumber, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or Common Warrants, acquired by the Reporting Person in
the Offering (collectively, the Lock-Up Securities); (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such
transaction described in clause (1) or (2) above is to be settled by delivery of the Lock-Up Securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities; or (4) publicly
disclose the intention to make any offer, sale, pledge or disposition of, or to enter into any transaction, swap, hedge or other arrangement relating to, any Lock-Up Securities.
The foregoing descriptions of the Purchase Agreement and the Lock-Up Agreement do not purport to be complete and are qualified in their
entirety by the full text of such agreements, a form of each of which is attached as an exhibit to this Schedule 13D and incorporated herein by reference.
Item 5. |
Interest in Securities of the Issuer. |
Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
(a) (b)
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Amount beneficially owned: 1,436,590 |
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Percent of Class: 13.0% |
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Number of shares the Reporting Person has: |
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Sole power to vote or direct the vote: 1,436,590 |
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CUSIP No. 65528N105 |
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13D |
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Page 3 of 6 pages |
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Shared power to vote: 0 |
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Sole power to dispose or direct the disposition of: 1,436,590 |
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Shared power to dispose or direct the disposition of: 0 |
The share amount reported herein consists of (i) 1,103,257 shares of Common Stock held directly by the Reporting Person and (ii) 333,333 shares of Common
Stock underlying the Common Warrants that are exercisable within 60 days. The share numbers reported herein reflect a 1-for-20 reverse stock split effected by the Issuer
on March 28, 2023.
The above percentage is based on 10,689,427 shares of Common Stock outstanding as of the Closing Date, as provided by the Issuer.
(c) |
Except as described in Item 3 and Item 4, during the past 60 days, the Reporting Person has not effected any
transactions with respect to the Common Stock. |
Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
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Item 6 of the Schedule 13D is hereby amended and supplemented as follows:
Item 4 above summarizes certain provisions of the Purchase Agreement and the Lock-Up Agreement and is incorporated herein by reference. A copy
of the form of each of these agreements is attached as an exhibit to this Schedule 13D, and is incorporated herein by reference.
Except
as set forth herein, the Reporting Person does not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including but not limited to any contracts,
arrangements, understandings or relationships concerning the transfer or voting of such securities, finders fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving
or withholding of proxies.
Item 7. |
Materials to be Filed as Exhibits. |
Item 7 of the Schedule 13D is hereby amended and supplemented as follows:
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Exhibit Number |
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Description |
3 |
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Form of Purchase Agreement (incorporated by reference to Exhibit 10.1 of the Issuers Current Report on Form 8-K filed with the SEC on April 4, 2023). |
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4 |
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Form of Lock-Up Agreement. |
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CUSIP No. 65528N105 |
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13D |
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Page 4 of 6 pages |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: April 11, 2023
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By: |
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/s/ Stephen Choi |
Name: Stephen Choi |
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