Nogin 1-for-20 Reverse Stock Split to be Effective at 5:00 p.m. Eastern Daylight… – Press Release

TUSTIN, Calif., March 28, 2023 (GLOBE NEWSWIRE) — Nogin NOGN (“Nogin” or the “Company”), a leading provider of innovative Commerce-as-a-Service (CaaS) technology and services, today announced that it has filed a Certificate of Amendment to its Second Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to effect a 1-for-20 reverse stock split of the Company’s common stock. The reverse stock split will become effective at 5:00 p.m. Eastern Daylight Time on March 28, 2023 (the “Effective Date”). The Company’s common stock will begin trading on a split-adjusted basis when the markets open on Wednesday, March 29, 2023, under the existing trading symbol “NOGN” and new CUSIP number: 65528N 204. The reverse stock split is intended to bring the Company into compliance with the minimum bid price requirement for maintaining its listing on The Nasdaq Global Market (“Nasdaq Global”).

As a result of the reverse stock split, every 20 shares of the Company’s issued and outstanding common stock will automatically be converted into one share of issued and outstanding common stock. No fractional shares will be issued as a result of the reverse stock split. Instead, stockholders who otherwise would be entitled to receive fractional shares of common stock will be entitled to receive cash (without interest or deduction) from the Company’s transfer agent in lieu of such fractional share interests, in an amount equal to the product obtained by multiplying (a) the closing price per share of Nogin common stock (as on a split-adjusted basis) as reported on Nasdaq Global on the Effective Date, by (b) the fraction of one share to which the stockholder would otherwise be entitled to. The reverse stock split affects all stockholders uniformly and will not alter any stockholder’s percentage interest in the Company’s outstanding common stock, except for adjustments that may result from the treatment of fractional shares.

All outstanding…

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