---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-23-079897"
form_type: "8-K"
ticker: null
cik: "0001841800"
company_name: "Nogin, Inc."
filed_at: "2023-03-27T23:59:59+00:00"
generated_at: "2026-06-17T15:32:36.778988+00:00"
event_type: "other_material"
sentiment: "negative"
materiality_score: 0.85
calibrated_materiality_score: 0.85
confidence: "high"
source: SEC EDGAR
---

# Nogin defaults on interest payment, waives default with note holders; warrant exercise price cut to $0.01

## Summary
- 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.

## SEC filing metadata
- accession: 0001193125-23-079897
- form_type: 8-K
- cik: 0001841800
- company_name: Nogin, Inc.
- filed_at: 2023-03-27T23:59:59+00:00
- event_type: other_material
- sentiment: negative
- materiality_score: 0.85
- calibrated_materiality_score: 0.85
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 3.03, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1841800/000119312523079897/0001193125-23-079897-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1841800/000119312523079897/d467224d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-23-079897
- JSON: https://secwatch.observer/filing/0001193125-23-079897.json
- Plain text: https://secwatch.observer/filing/0001193125-23-079897.txt

## Key facts
- Debt Financings
  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
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1841800/000119312523079897/0001193125-23-079897-index.htm
- Material Agreements
  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
  source text: 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")
  evidence_url: https://www.sec.gov/Archives/edgar/data/1841800/000119312523079897/0001193125-23-079897-index.htm
- Material Agreements
  Nogin, Inc. entered into Promissory Notes with each Holder (effective 2023-03-26).
  - Action: entry
  - Counterparty: each Holder
  - Effective: 2023-03-26
  source text: On March 26, 2023, the Company, the Guarantors and each Holder executed unsecured promissory notes (each, a "Promissory Note" and collectively, the "Promissory Notes")
  evidence_url: https://www.sec.gov/Archives/edgar/data/1841800/000119312523079897/0001193125-23-079897-index.htm
- Material Agreements
  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
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1841800/000119312523079897/0001193125-23-079897-index.htm
- Material Agreements
  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
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/1841800/000119312523079897/0001193125-23-079897-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.