NuZee, Inc. Reports Material Definitive Agreement and Equity Sales

TL;DR

NuZee inked a deal, got a financial obligation, and sold some stock. Watch out for dilution.

AI Summary

NuZee, Inc. entered into a material definitive agreement on June 4, 2024, related to the creation of a direct financial obligation. The company also reported unregistered sales of equity securities. This filing details financial obligations and equity transactions for NuZee, Inc.

Why It Matters

This filing indicates NuZee, Inc. has entered into new financial commitments and has issued new equity, which could impact its financial structure and shareholder dilution.

Risk Assessment

Risk Level: medium — The filing involves new financial obligations and unregistered equity sales, which can introduce financial risk and potential dilution for existing shareholders.

Key Players & Entities

• NuZee, Inc. (company) — Registrant
• June 4, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.00001 — nge on which registered Common Stock, $0.00001 par value NUZE The Nasdaq Stock Mar
• $1,500,000 — ck") for an aggregate purchase price of $1,500,000. The purchase, sale, and issuance of th

Filing Documents

• form8-k.htm (8-K) — 45KB
• ex10-1.htm (EX-10.1) — 251KB
• ex10-2.htm (EX-10.2) — 170KB
• 0001493152-24-023331.txt ( ) — 707KB
• nuze-20240604.xsd (EX-101.SCH) — 3KB
• nuze-20240604_lab.xml (EX-101.LAB) — 33KB
• nuze-20240604_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 4, 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 4, 2024, NuZee, Inc., a Nevada corporation (the "Company"), entered into a securities purchase agreement (the "Purchase Agreement") with certain investors (the "Investors"), providing for the sale and issuance of 866,048 shares (the "Shares") of the Company's common stock, par value $0.00001 per share (the "Common Stock") for an aggregate purchase price of $1,500,000. The purchase, sale, and issuance of the Shares (the "Closing") took place on June 7, 2024. The Shares were issued pursuant to the Purchase 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 or Regulation S promulgated under the Securities Act. The Company relied on these exemptions from registration based in part on representations made by the Investors. On June 4, 2024, in connection with the Purchase Agreement, the Company entered into a Registration Rights Agreement with the Investors (the "Registration Rights Agreement"). The Registration Rights Agreement provided, among other things, that the Company will as soon as reasonably practicable, and in any event no later than June 13, 2024, file with the SEC (at the Company's sole cost and expense) a registration statement registering the resale of (i) the Shares of Common Stock. The Company agreed to use its commercially reasonable efforts to have such registration statement declared effective as soon as practicable after the filing thereof. The Purchase Agreement contains customary representations, warranties and covenants in connection with the transaction. The representations, warranties and covenants in the Purchase Agreements are not intended to provide any other factual information about the Company. The representations, warranties and covenants contained in the Purchase Agreements were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to such agreements, and may be subject to limitations agreed upon by the contracting parties. The foregoing description of the Purchase Agreement and Registration Rights Agreement does not purport to be complete and is qualified in its entirety by the full text of the Purchase Agreement and Registration Rights Agreement, the forms of which are attached hereto as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference. Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information provided in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference in this Item 2.03. Item 3.02. Unregistered Sales of Equity Securities. The information provided in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference in this Item 3.02.

View Full Filing

View this 8-K filing on SEC EDGAR