NuZee Appoints New CEO, Board Changes
Ticker: CIMG · Form: 8-K · Filed: Jun 7, 2024 · CIK: 1527613
| Field | Detail |
|---|---|
| Company | Nuzee, INC. (CIMG) |
| Form Type | 8-K |
| Filed Date | Jun 7, 2024 |
| Risk Level | medium |
| Pages | 6 |
| Reading Time | 8 min |
| Key Dollar Amounts | $0.00001, $10,000, $325,000, $162,500, $243,750 |
| Sentiment | neutral |
Sentiment: neutral
Topics: leadership-change, ceo-appointment, board-of-directors, material-agreement
Related Tickers: NUZE
TL;DR
NuZee gets a new CEO, Kevin Kim takes over from Masaaki Honda.
AI Summary
NuZee, Inc. announced on June 6, 2024, the appointment of Kevin Kim as Chief Executive Officer and a member of the Board of Directors. The company also reported the resignation of its previous CEO, Masaaki Honda, and director, Shinichi Nakamura. Additionally, NuZee entered into a material definitive agreement related to its business operations.
Why It Matters
A change in CEO and board composition can signal a shift in company strategy or operational focus, potentially impacting future performance and investor outlook.
Risk Assessment
Risk Level: medium — Leadership changes and new agreements introduce uncertainty, but the filing doesn't detail significant financial distress or immediate threats.
Key Players & Entities
- NuZee, Inc. (company) — Registrant
- Kevin Kim (person) — Newly appointed CEO and Director
- Masaaki Honda (person) — Resigned CEO
- Shinichi Nakamura (person) — Resigned Director
- June 6, 2024 (date) — Date of earliest event reported
FAQ
Who has been appointed as the new Chief Executive Officer of NuZee, Inc.?
Kevin Kim has been appointed as the new Chief Executive Officer of NuZee, Inc.
When was the earliest event reported in this 8-K filing?
The earliest event reported in this 8-K filing was on June 6, 2024.
Who has resigned from their position as CEO of NuZee, Inc.?
Masaaki Honda has resigned from his position as CEO of NuZee, Inc.
Besides the CEO, who else has resigned from the Board of Directors?
Shinichi Nakamura has also resigned from the Board of Directors.
What other significant event is reported in this filing besides leadership changes?
NuZee, Inc. also entered into a material definitive agreement.
Filing Stats: 1,876 words · 8 min read · ~6 pages · Grade level 10.6 · Accepted 2024-06-07 06:30:15
Key Financial Figures
- $0.00001 — nge on which registered Common Stock, $0.00001 par value NUZE The Nasdaq Stock Mar
- $10,000 — o Mr. Higashida for a purchase price of $10,000. The closing of the sale of the shares
- $325,000 — il August 31, 2024 and a base salary of $325,000 per year. In addition, Mr. Weaver is el
- $162,500 — receive a one-time cash bonus equal to $162,500 and restricted stock units with the val
- $243,750 — estricted stock units with the value of $243,750, to be issued on his termination date a
- $175,500 — ll pay Mr. Higashida an amount equal to $175,500 and issue a certain number of shares of
Filing Documents
- form8-k.htm (8-K) — 60KB
- ex10-1.htm (EX-10.1) — 50KB
- ex10-2.htm (EX-10.2) — 117KB
- ex10-3.htm (EX-10.3) — 44KB
- 0001493152-24-023001.txt ( ) — 485KB
- nuze-20240606.xsd (EX-101.SCH) — 3KB
- nuze-20240606_lab.xml (EX-101.LAB) — 33KB
- nuze-20240606_pre.xml (EX-101.PRE) — 22KB
- form8-k_htm.xml (XML) — 3KB
From the Filing
UNITED 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): June 6, 2024 NUZEE, INC. (Exact name of registrant as specified in its charter) Nevada 001-39338 38-3849791 (State or other jurisdiction of incorporation or organization (Commission File No.) (IRS Employer Identification No.) 2865 Scott St. Suite 107 , Vista , California 92081 (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. On June 7, 2024, the Company entered into a Share Purchase Agreement with Masa Higashida. Pursuant to the terms of the Share Purchase Agreement the Company sold all the issued and outstanding shares of its wholly-owned subsidiaries, NuZee KOREA Ltd. and NuZee Investment Co., Ltd. to Mr. Higashida for a purchase price of $10,000. The closing of the sale of the shares is set to take place on or before June 30, 2024. The Share Purchase Agreement may be terminated at any time prior to the closing (a) by the mutual written consent of the Company and Mr. Higashida or (b) by either the Company or Mr. Higashida if (i) a breach of any provision of the agreement has been committed by the other party and such breach has not been cured within 30 days following receipt by the breaching party of written notice of such breach, or (ii) the closing does not occur by June 30, 2024. The Share Purchase Agreement contains customary representations and warranties and covenants by each party. This summary is qualified in its entirety by reference to the Share Purchase Agreement, a copy of which is included as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein. Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Resignation of Directors On June 6, 2024, Masateru Higashida and Kevin J. Conner resigned from the board of directors of the Company (the "Board") and any committee of the Board of which they were a member . Mr. Higashida also resigned from his positions of Chairman of the Board, Chief Executive Officer, Secretary, and Treasurer. Neither Mr. Higashida's nor Mr. Conner's resignation was due to any disagreement with the Company on any matter relating to the Company's operations, policies or practices. Appointment of Directors; Chairman Also on June 6, 2024, Jianshuang Wang and Yanli Hou were appointed to the Board as directors to fill the vacancies created by Mr. Higashida's and Mr. Conner's resignations. It has not yet been determined on which committees of the Board Ms. Wang or Ms. Hou will serve, however, Ms. Wang will serve as the Chairman of the Board. Ms. Wang has been serving as a legal representative of a Chinese company and a director of a Hong Kong company since joining a US listed company (WETG. US) in 2021. During her tenure, she not only dabbled in human resources management, but also supervised administrative work and assisted in operational management. Ms. Wang Jianshuang graduated from Hebei University of Economics and Trade with a major in Human Resource Management in 2001. From 2001 to 2012, she worked as a human resources supervisor at Beijing Yuanzhou Decoration Co., Ltd. and Beijing Dingzhi Huihai Management Consulting Co., Ltd. From 2012 to 2020, Ms. Wang Jianshuang served as the Director of Human Resources at Zhongro