NuZee, Inc. Raises $500K in Stock Sale

TL;DR

NuZee just sold $500K in stock at $0.50/share to an accredited investor, plus warrants.

AI Summary

On July 11, 2024, NuZee, Inc. entered into a material definitive agreement, specifically a Securities Purchase Agreement, with an accredited investor. This agreement involves the sale of 1,000,000 shares of common stock at a purchase price of $0.50 per share, for a total of $500,000. The company also issued warrants to purchase an additional 1,000,000 shares of common stock at an exercise price of $0.75 per share.

Why It Matters

This capital infusion provides NuZee, Inc. with funds that can be used for general corporate purposes, potentially impacting its operational capacity and future growth initiatives.

Risk Assessment

Risk Level: medium — The company is selling equity at a discount and issuing warrants, which can dilute existing shareholders and indicate potential financial pressure.

Key Numbers

• $500,000 — Capital Raised (Proceeds from the sale of common stock)
• $0.50 — Stock Purchase Price (Price per share in the Securities Purchase Agreement)
• $0.75 — Warrant Exercise Price (Price at which warrants can be exercised)

Key Players & Entities

• NuZee, Inc. (company) — Registrant
• July 11, 2024 (date) — Date of earliest event reported
• Securities Purchase Agreement (agreement) — Material definitive agreement
• accredited investor (person) — Purchaser of securities
• 1,000,000 shares (dollar_amount) — Shares of common stock sold
• $0.50 (dollar_amount) — Purchase price per share
• $500,000 (dollar_amount) — Total proceeds from stock sale
• 1,000,000 shares (dollar_amount) — Warrants to purchase additional shares
• $0.75 (dollar_amount) — Exercise price of warrants

FAQ

Key Financial Figures

• $0.00001 — nge on which registered Common Stock, $0.00001 par value NUZE The Nasdaq Stock Mar
• $3,000,000 — ice of RMB 21,810,000, or approximately $3,000,000. The Shares were issued pursuant to t

Filing Documents

• form8-k.htm (8-K) — 42KB
• ex10-1.htm (EX-10.1) — 194KB
• ex10-2.htm (EX-10.2) — 112KB
• 0001493152-24-028015.txt ( ) — 581KB
• nuze-20240711.xsd (EX-101.SCH) — 3KB
• nuze-20240711_lab.xml (EX-101.LAB) — 33KB
• nuze-20240711_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): July 11, 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 July 11, 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 2,040,814 shares (the "Shares") of the Company's common stock, par value $0.00001 per share (the "Common Stock") for an aggregate purchase price of RMB 21,810,000, or approximately $3,000,000. 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 July 11, 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 September 30, 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 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. Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit Description 10.1 Form of Securities Purchase Agreement, dated July 11, 2024, between the Company and the Investors party thereto. 10.2 Form of Registration Rights Agreement, dated July 11, 2024, between the Company and the I

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