UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~December~~March 1321, ~~2023~~2024

Nogin, Inc.
(Exact name of registrant as specified in its charter)

Delaware		001-40682		86-1370703
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

105 E. 34th St, Ste 137

New York, NY

(Address of principal executive offices)

10016

(Zip Code)

(949) 222-0209
(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value	NOGN	The Nasdaq Stock Market LLC
Warrants to purchase Common Stock	NOGNW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐ ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 34.01. ~~Notice~~Changes ofin ~~Delisting~~Registrant’s Certifying ~~or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing~~Accountant.

AsOn ~~previously~~March ~~disclosed~~21, on ~~December 5~~2024, ~~2023,~~Grant ~~Nogin,~~Thornton ~~Inc.~~LLP (~~the~~ “~~Company~~Grant Thornton”) ~~and~~resigned ~~certain~~as ofour ~~its~~independent ~~subsidiaries~~registered ~~filed~~public aaccounting ~~voluntary~~firm, ~~petitions~~effective ~~for~~immediately. ~~relief~~The ~~(the “Chapter~~reports 11of ~~Cases”)~~Grant ~~under~~Thornton ~~Chapter~~on our 11financial statements for each of the ~~U.S.~~two ~~Bankruptcy~~fiscal ~~Code~~years inended ~~the~~December ~~U.S.~~31, ~~Bankruptcy~~2021 ~~Court~~and ~~for~~December ~~the~~31, ~~District~~2022 did not contain an adverse opinion or a disclaimer of ~~Delaware~~opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.

OnIn ~~December~~connection ~~13,~~with ~~2023,~~ the ~~Company~~audits ~~received~~of ~~written~~our ~~notice~~financial statements ~~from~~for the ~~Listing~~fiscal ~~Qualifications~~years ~~Department~~ended ofDecember ~~the~~31, ~~Nasdaq~~2021 ~~Stock~~and ~~Market~~December ~~LLC~~31, ~~(“Nasdaq”)~~2022, ~~notifying the~~and ~~Company~~during ~~that,~~the assubsequent aperiod ~~result~~through ofMarch ~~the~~21, ~~Chapter~~2024, there 11were ~~Cases~~no ~~and~~“disagreements” in(as ~~accordance~~that ~~with~~term ~~Nasdaq~~is ~~Listing~~defined ~~Rules~~in ~~5101,~~Item ~~5110~~304(ba)(1)(iv) ~~and~~of IMRegulation S-~~5101-1,~~K ~~Nasdaq had~~and ~~determined~~related ~~that~~instructions) ~~the~~between us ~~Company’s~~and ~~common~~Grant ~~stock~~Thornton ~~will~~on beany ~~delisted~~matter ~~from~~of ~~Nasdaq.~~accounting ~~The~~principles ~~Company~~or ~~does~~practices, ~~not~~financial ~~intend~~statement todisclosure ~~appeal~~or ~~this~~auditing ~~determination. On~~scope ~~July~~or 10procedures which, ~~2023,~~if ~~Nasdaq~~not ~~notified~~resolved ~~the~~to ~~Company that~~ the ~~market~~satisfaction ~~value~~ of ~~publicly~~Grant ~~held~~Thornton, ~~shares~~would ofhave ~~its~~caused ~~common~~Grant ~~stock~~Thornton ~~had~~to ~~closed~~make ~~below~~reference ~~$15,000,000 for~~to 30the ~~consecutive~~subject ~~trading~~matter of ~~days, and therefore~~ the ~~Company~~disagreement ~~is not~~ in ~~compliance~~their ~~with~~report. ~~Nasdaq~~During ~~Listing~~the ~~Rule~~fiscal ~~5450(b)(3)(C),~~years aended ~~continued~~December ~~listing requirement. Subsequently~~31, on2021 ~~September~~and 5,December ~~2023~~31, ~~Nasdaq~~2022 ~~notified~~and the ~~Company~~subsequent ~~that~~period ~~the bid price of its common stock had closed below $1~~through ~~per~~March ~~share~~21, ~~for~~2024, 30there ~~consecutive~~were ~~trading~~no ~~days,~~“reportable ~~and~~events” ~~accordingly,~~(as that itterm ~~did~~is ~~not~~defined ~~comply~~in ~~with~~Item ~~Nasdaq Listing Rule 5450~~304(a)(1),(v) aof ~~continued~~Regulation ~~listing requirement~~S-K).

~~Nasdaq~~We ~~has~~provided ~~informed~~Grant ~~the~~Thornton with a copy of ~~Company~~the disclosures contained in this Current Report on Form 8-K and requested that ~~trading~~Grant ofThornton ~~the~~furnish ~~Company’s~~us ~~common~~with ~~stock~~a letter addressed to the Securities and ~~warrants~~Exchange ~~will~~Commission bestating ~~suspended~~whether atit agrees with the ~~opening~~statements contained herein. A copy of ~~business~~Grant onThornton’s ~~December~~letter, dated 22March 27, ~~2023~~2024 is filed as Exhibit 16.1 to this Current Report on Form 8-K.

~~Additional~~Item ~~information about the Chapter 11 Cases, including access to Bankruptcy Court documents, is available online at www~~8.~~donlinrecano.com/nogin,~~01 aOther website administered by Donlin, Recano & Company, Inc., a third-party bankruptcy claims and noticing agent. The documents and other information on this website are not part of this Current Report and shall not be incorporated by reference herein.Events

~~The~~As ~~contemplated~~previously ~~restructuring~~disclosed, on December 5, 2023, the Company and certain of its subsidiaries filed a 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. Additional information about the Chapter 11 Cases, isincluding ~~unlikely~~access to ~~result~~Bankruptcy Court documents, is available online at www.donlinrecano.com/nogin, a website administered by Donlin, Recano & Company, Inc., a third-party bankruptcy claims and noticing agent. The documents and other information on this website are not part of this Current Report and shall not be incorporated by reference herein. The contemplated restructuring in the Chapter 11 Cases does not provide for any distribution to holders of the Company’s common stock in their capacity as such and the Company’s common stock and as a result warrants are ~~likely~~effectively ~~to become~~ worthless.

1Item 9.01. Financial Statements and Exhibits.

~~SIGNATURES~~(d) Exhibits

~~Pursuant~~See to the ~~requirements~~Exhibit ofIndex ~~the Securities Exchange Act of 1934~~below, ~~the~~ ~~registrant~~which ~~has~~is ~~duly~~incorporated ~~caused this report to be signed on its behalf~~ by ~~the~~reference ~~undersigned hereunto duly authorized~~herein.

Date: December 18, 2023

Exhibit No.		Description

16.1		Letter of Grant Thornton LLP, dated March 27, 2024, to the Securities and Exchange Commission.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

~~NOGIN, INC. By: /s/ Jonathan S. Huberman Name: Jonathan S. Huberman Title: Chief Executive Officer and President~~1

2SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 27, 2024

	NOGIN, INC.

	By:	/s/ Jonathan S. Huberman
	Name:	Jonathan S. Huberman
	Title:	Chief Executive Officer and President

Filing Compare · Nogin, Inc.