Nogin, Inc.: going-concern / distress — Nogin exits Chapter 11; common stock canceled, noteholders get $15.5M cash

Nogin, Inc.

Plan effective May 3, 2024; existing common stock, options, and warrants canceled for no value.
Senior secured noteholders receive $15.5M cash plus interests in Noteholder Direct Claims and Creditor Litigation Trusts.
Purchaser (Nogin Holdings, LLC) acquires reorganized equity in Nogin Commerce in exchange for $37.7M secured claims.
General unsecured creditors to receive interests in the Creditor Litigation Trust.
Company states it will not file additional SEC reports going forward.

item 1.01 item 1.02 item 1.03

Key facts

Extracted from this filing and checked against the source text.

Distress & Bankruptcy SEC 8-K Item 1.03 confidence 0.9

Nogin, Inc. entered chapter 11 in U.S. Bankruptcy Court for the District of Delaware (petition 2023-12-05).

Proceeding: chapter 11
Court: U.S. Bankruptcy Court for the District of Delaware
Petition: 2023-12-05

Exact text from the filing

on December 5, 2023, the Debtors filed voluntary petitions for relief (the “Chapter 11 Cases”) under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”).

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

Nogin, Inc. entered into Equity Purchase Agreement with Nogin Holdings, LLC (effective 2024-04-26).

Action: entry
Agreement: equity purchase
Counterparty: Nogin Holdings, LLC
Effective: 2024-04-26

Exact text from the filing

On April 26, 2024, Nogin, Inc. (the “Company”) and Nogin Commerce, Inc. (“Nogin Commerce”), its operating subsidiary, entered into an Equity Purchase Agreement (the “Equity Purchase Agreement”) with Nogin Holdings, LLC, as the purchaser (the “Purchaser”), and B. Riley Financial, Inc. (solely with respect to its obligations as the Purchaser Parent as set forth in the Equity Purchase Agreement).

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Source: SEC EDGAR

accession 0001213900-24-041334

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