Nogin, Inc.: debt financing — Nogin defaults on interest payment, waives default with note holders; warrant exercise price cut to $0.01

Nogin, Inc.

Missed March 1, 2023 interest payment on 7.00% Convertible Notes due 2027; holders waived default and March/Sept 2023 interest.
In lieu of interest, holders received promissory notes due 2025 at 7% interest and warrant exercise price reduced from $11.50 to $0.01.
Supplemental indenture lowered minimum liquidity covenants; added Event of Default if $10M equity offering not closed by April 30, 2023.
Promissory notes can be converted into unregistered securities at option of holders; exemption relied on Section 3(a)(9).
Financial institution that bought ~6M shares in Aug 2022 has recouped remaining 20% purchase price; arrangement ended.

item 1.01 item 2.03 item 3.02 item 3.03 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

Nogin, Inc. incurred loan at seven percent per annum maturing March 26, 2025.

Instrument: loan
Rate: seven percent per annum
Maturity: March 26, 2025
Event: incurrence

Exact text from the filing

On March 26, 2023, the Company, the Guarantors and each Holder executed unsecured promissory notes (each, a “Promissory Note” and collectively, the “Promissory Notes”), with each Promissory Note having an aggregate principal amount equal to such Holder’s Interest Payments. The Promissory Notes mature on March 26, 2025 and accrue interest at seven percent per annum.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Nogin, Inc. entered into Waivers with each holder of the Convertible Notes (effective 2023-03-26).

Action: entry
Agreement: notes offering
Counterparty: each holder of the Convertible Notes
Effective: 2023-03-26

Exact text from the filing

On March 26, 2023, the Company, the Guarantors and each holder of the Convertible Notes (each, a "Holder" and collectively, the "Holders") entered into limited waivers and consents (each, a "Waiver" and collectively, the "Waivers")

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Nogin, Inc. entered into Promissory Notes with each Holder (effective 2023-03-26).

Action: entry
Counterparty: each Holder
Effective: 2023-03-26

Exact text from the filing

On March 26, 2023, the Company, the Guarantors and each Holder executed unsecured promissory notes (each, a "Promissory Note" and collectively, the "Promissory Notes")

View on SEC.gov

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Nogin, Inc. amended Warrant Agreement Amendment with Continental Stock Transfer & Trust Company (effective 2023-03-26).

Action: amendment
Counterparty: Continental Stock Transfer & Trust Company
Effective: 2023-03-26

Exact text from the filing

On March 26, 2023, the Company and Continental Stock Transfer & Trust Company (the "Warrant Agent") entered into an Amendment (the "Warrant Agreement Amendment") to that certain Warrant Agreement

View on SEC.gov

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Nogin, Inc. amended Supplemental Indenture with the Company, the Guarantors, the Trustee and the Collateral Agent (effective 2023-03-26).

Action: amendment
Agreement: notes offering
Counterparty: the Company, the Guarantors, the Trustee and the Collateral Agent
Effective: 2023-03-26

Exact text from the filing

On March 26, 2023, the Company, the Guarantors, the Trustee and the Collateral Agent entered into the Supplemental Indenture (the "Supplemental Indenture") to the Indenture

View on SEC.gov

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Source: SEC EDGAR

accession 0001193125-23-079897

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