Form S-8 POS - Securities to be offered to employees in employee benefit plans, post-effective amendments
2024年5月10日 - 9:06PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on May 10, 2024
Registration Statement No. 333-268509
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment
No. 1 to Form S-8 Registration Statement No. 333-268509
UNDER THE SECURITIES
ACT OF 1933
NOGIN,
INC.
(Exact name of registrant as specified in its charter)
Delaware |
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86-1370703 |
(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer
Identification No.) |
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17 Park Avenue
New York, NY |
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10016 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Nogin, Inc. 2022 Incentive Award Plan
Branded Online, Inc. 2013 Stock Incentive Plan
(Full title of the plan)
Michael Bassiri
General Counsel and Vice President of Corporate
and Business Development
17 Park Avenue
New York, NY 10016
(Name and address of agent for service)
(949) 222-0209
(Telephone number, including area code, of agent
for service)
Copies to:
Christian O. Nagler, P.C.
Kirkland & Ellis LLP
601 Lexington Avenue
New York, NY
Phone: (212) 446-4800
Facsimile: (212) 446-4900
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
☐ |
Accelerated filer |
☐ |
Non-accelerated filer |
☒ |
Smaller reporting company |
☒ |
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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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE: TERMINATION OF REGISTRATION
STATEMENT AND DEREGISTRATION OF SECURITIES
This Post-Effective Amendment (the “Post-Effective
Amendment”), filed by Nogin, Inc., a Delaware corporation (the “Company”), relates to the Registration Statement
on Form S-8 (No. 333-268509), filed by the Company with the Securities and Exchange Commission on November 22, 2022, pertaining to the
registration of 41,782,365 shares of common stock, par value $0.0001 per share, in connection with the Company’s 2022 Incentive
Award Plan and the Branded Online, Inc. 2013 Stock Incentive (the “Registration Statement”).
On May 3, 2024, the Company emerged from bankruptcy,
pursuant to that certain First Amended Joint Chapter 11 Plan of Nogin, Inc. and Its Debtor Affiliates, approved and confirmed by the United
States Bankruptcy Court for the District of Delaware on March 28, 2024. As a result of the emergence, all offers and sales of the Company’s
securities pursuant to the Registration Statement have been terminated.
In accordance with undertakings made by the Company
in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the securities that were registered
for issuance that remain unsold at the termination of the offering, the Company hereby removes from registration all of such securities
of the Company registered but unsold under the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for
filing on Form S-8 and has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of New York, NY on May 9, 2024.
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NOGIN, INC. |
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By: |
/s/ Jonathan S. Huberman |
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Name: |
Jonathan S. Huberman |
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Title: |
Chief Executive Officer, President and Director |
Pursuant to Rule 478 under the Securities Act of
1933, as amended, no other person is required to sign this Post-Effective Amendment to the Registration Statement.
Nogin (PK) (USOTC:NOGWQ)
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から 4 2024 まで 5 2024
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