NUZE NuZee Inc

 

 

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): November 9, 2023

 

 

NUZEE, INC.

(Exact name of registrant as specified in its charter)

 

Nevada		001-39338		38-3849791
(State or other jurisdiction of		(Commission		(IRS Employer
incorporation or organization		File No.)		Identification No.)

 

1350 E Arapaho Rd Ste 230, Richardson, Texas 75081

(Address of principal executive offices)

 

(760) 295-2408

(Registrant’s telephone number, including area code)

 

N/A

(Former name or former address, if changed since last report)

 

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:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.00001 par value		NUZE		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 1.01 Entry into a Material Definitive Agreement.

 

The information provided in Item 3.02 of this Current Report on Form 8-K is hereby incorporated by reference in this Item 1.01.

 

Item 3.02. Unregistered Sales of Equity Securities.

 

NuZee, Inc. (the “Company”), is providing this disclosure under Item 3.02 because, as of November 9, 2023, its unregistered sales of equity securities, in the aggregate, exceeded 5% of the shares of its common stock, par value $0.00001 per share (the “Common Stock”), outstanding as of August 11, 2023.

 

Private Placement of Shares of Common Stock and Warrants

 

On November 9, 2023, the Company issued in a private placement to an accredited investor (“Shareholder”) 46,800 shares of Common Stock, together with warrants to purchase a total of approximately 5,200 shares of Common Stock at an exercise price of $2.77 per share (collectively, the “Subscription Shares”) in accordance with the terms of a Subscription Agreement (the “Subscription Agreement”) and common stock purchase warrant (“Warrant Agreement”). The warrants have a five year term and are exercisable upon the six-month anniversary of the original issuance date. The Subscription Shares were issued with a purchase price of $129,636.

 

The foregoing descriptions of the Subscription Agreement and Warrant Agreement are not complete and are subject to and qualified in their entirety by reference to the Subscription Agreement and Warrant Agreement, which are filed with this Current Report on Form 8-K as Exhibit 10.1 and Exhibit 4.1, respectively, and the terms of which are incorporated by reference herein.

 

The Subscription Agreement attached hereto is not intended to provide any other information about the Company or the Shareholder and their respective affiliates. The representations, warranties and covenants contained in the Subscription Agreement were made only for purposes of that agreement, are solely for the benefit of the parties to the Subscription Agreement and may be subject to limitations agreed upon by the contracting parties. Persons other than the parties to the Subscription Agreement should not rely on the representations, warranties or covenants or any description thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of representations and warranties may change after the date of the Subscription Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.

 

The Subscription Shares issued pursuant to the Subscription Agreement were not registered under the Securities Act of 1933, as amended (the “Securities Act”), and were issued in reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities Act.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit		Description
4.1		Common Stock Purchase Warrant.
10.1		Subscription Agreement.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

SIGNATURE

 

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 thereunto duly authorized.

 

		NUZEE, INC.
Dated: November 15, 2023	By:	/s/ Randell Weaver
	Name:	Randell Weaver
	Title:	Chief Financial Officer

 

 

Exhibit 4.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exhibit 10.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

v3.23.3

Cover	Nov. 09, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 09, 2023
Entity File Number	001-39338
Entity Registrant Name	NUZEE, INC.
Entity Central Index Key	0001527613
Entity Tax Identification Number	38-3849791
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	1350 E Arapaho Rd Ste 230
Entity Address, City or Town	Richardson
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75081
City Area Code	(760)
Local Phone Number	295-2408
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.00001 par value
Trading Symbol	NUZE
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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