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): December 6, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;Compensatory Arrangements of Certain Officers.

 

Appointment of Randell Weaver as President and Chief Operating Officer

 

On December 6, 2023, NuZee, Inc. (the “Company”) appointed Randell Weaver to serve as the Company’s President and Chief Operating Officer, effective immediately. Mr. Weaver, age 65, joined the Company in August 2023 as the Company’s Chief Financial Officer.

 

In connection with his appointment as President and Chief Operating Officer, Mr. Weaver will continue to serve as the Company’s Chief Financial Officer and all terms and conditions of Mr. Weaver’s existing employment agreement, dated as of August 16, 2023, will continue in full force and effect, subject to amendment.

 

There are no arrangements or understandings between Mr. Weaver and any other persons pursuant to which Mr. Weaver was appointed as an executive officer. Mr. Weaver does not have any family relationships with any director or executive officer of the Company or any person nominated or chosen by the Company to become a director or executive officer of the Company. There are no transactions in which Mr. Weaver has any interest requiring disclosure under Item 404(a) of Regulation S-K.

 

Item 7.01. Regulation FD Disclosure

 

On December 12, 2023, the Company issued a press release announcing the events described in Item 5.02 above. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

As provided in General Instruction B.2 to Form 8-K, the information furnished in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly provided by specific reference in such filing.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit		Description
99.1		Press Release, dated December 12, 2023.
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: December 12, 2023	By:	/s/ Randell Weaver
	Name:	Randell Weaver
	Title:	President, Chief Financial Officer, and Chief Operating Officer

 

 

 

Exhibit 99.1

 

NuZee, Inc. Appoints Randell Weaver as President and Chief Operating Officer

 

RICHARDSON, Texas, Dec. 12, 2023 /PRNewswire/ -- NuZee, Inc. (NASDAQ: NUZE), a leading coffee co-packing and technology company, today announced Randell Weaver has been appointed to serve as the company’s President and Chief Operating Officer, effective immediately. As President & COO, Weaver will have responsibility for all U.S. operations. Weaver joined the company in August 2023 as Chief Financial Officer and will also continue to serve in that role.

 

“I am pleased with the progress made since Randell joined in August and am confident the internal initiatives he is leading will translate into improved operating metrics in the quarters ahead,” said Masa Higashida, Chairman and CEO. “Randell’s expanded role in day-to-day U.S. operations will also allow me to focus more attention on growing international markets, where we believe significant opportunities remain, along with an increased focus on the company’s investor base.”

 

Weaver added, “I look forward to working in this new role to improve our service to existing customers, including building on the initial positive feedback from our Stone licensing relationship. We see meaningful opportunity in calendar 2024 to grow our business while achieving significant cost reductions and efficiencies. Much work remains to achieve our operating goals and I am excited to work with Masa and the Board to meet these objectives.”

 

Randell Weaver Biography

 

Mr. Weaver has more than 30 years of well-rounded manufacturing, distribution, and CPG experience with three prior terms as a public company President, COO or CFO and demonstrated success in cash management, fund raising, building and mentoring staff, structuring financing options, optimizing performance, growth, strategic planning and relationship management.

 

Prior to joining NuZee, Mr. Weaver served as Chief Financial Officer of Reinvention Unlimited, Inc, providing financial and operational management, mentoring and executive oversight services for international manufacturing and distribution clients with a focus on regulated industries in food, pharmaceuticals and contracting. Before that, he held several key positions, including CFO of a publicly held CPG manufacturing and distribution company with international operations and units in baked organic baby foods, nutritional supplements, and highly regulated cannabis products. While there, he transitioned that issuer’s listing from TSX to NASDAQ and helped raise in excess of $15 million in debt and equity. Mr. Weaver previously held interim management positions at a private equity-acquired food packaging company and a frozen food company.

 

Mr. Weaver holds a Bachelor of Science degree in business administration from Cal State University, Northridge, and a Master of Arts in spiritual psychology from University of Santa Monica.

 

About NuZee

 

NuZee, Inc., (NASDAQ: NUZE), is a leading co-packing company for single-serve coffee formats that partners with companies to help them expand within the single-serve and private label coffee category. Providing end-to-end innovative and sustainable solutions with the flexibility and capacity for both small roasters and large global brands, NuZee is revolutionizing the way single-serve coffee is enjoyed in the U.S. Through the brand’s unique process, NuZee fulfills every aspect of co-packing needs, from sourcing, roasting and blending, to packing and packaging.

 

 

Forward-Looking Statements 

 

This press release contains forward-looking statements that are made pursuant to the safe harbor provisions within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include, but are not limited to, NuZee’s beliefs, plans, goals, objectives, expectations, assumptions, estimates, intentions, future performance, other statements that are not historical facts and statements identified by words such as “expects”, “anticipates”, “intends”, “plans”, “believes”, “seeks”, “estimates” or words of similar meaning. NuZee cautions you that such statements are simply predictions and actual events or results may differ materially. These statements reflect NuZee’s current expectations and NuZee does not undertake to update or revise these forward-looking statements except as required by law, even if experience or future changes make it clear that any projected results expressed or implied in this or other NuZee statements will not be realized. Further, these statements involve risks and uncertainties, many of which are beyond NuZee’s control, which could cause actual results to differ materially from the forward-looking statements. Statements related to, among other things, the consummation of the offering of common stock and potential changes in market conditions constitute forward-looking statements. These risks and uncertainties, many of which are beyond our control, include: NuZee’s plan to obtain funding for its operations, including funding necessary to develop, manufacture and commercialize its products; the impact to NuZee’s business from COVID-19 global crisis; general market acceptance of and demand for NuZee’s products; and NuZee’s commercialization, marketing and manufacturing capabilities and strategy; for description of additional factors that may cause NuZee’s actual results, performance or expectations to differ from any forward looking statements, please review the information set forth in the ‘Risk Factors’ and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of NuZee’s public reports and NuZee’s other filings made with the SEC.

 

SOURCE NuZee, Inc.

 

Contact/IR:

IR@Nuzeeusa.com

 

 

 

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Cover	Dec. 06, 2023
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Document Type	8-K
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Document Period End Date	Dec. 06, 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
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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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