NuZee, Inc. Files 8-K: Material Agreement & Equity Sales

TL;DR

NuZee inked a deal & sold stock, check the 8-K for details.

AI Summary

NuZee, Inc. entered into a material definitive agreement on July 24, 2024, related to a direct financial obligation. The company also reported unregistered sales of equity securities. This filing details financial statements and exhibits.

Why It Matters

This 8-K filing indicates NuZee, Inc. has entered into a significant agreement and potentially issued new shares, which could impact its financial obligations and stock structure.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered equity sales, which can introduce financial and dilution risks.

Key Players & Entities

• NuZee, Inc. (company) — Registrant
• July 24, 2024 (date) — Date of earliest event reported
• Nevada (jurisdiction) — State of incorporation

FAQ

Key Financial Figures

• $0.00001 — nge on which registered Common Stock, $0.00001 par value NUZE The Nasdaq Stock Mar
• $300,000 — nt of RMB 2,181,000 or approximately USD$300,000 (the "Notes"). The closing of the priva
• $0 — ed but unpaid interest, divided by (ii) $0.52, the conversion price. If any such c

Filing Documents

• form8-k.htm (8-K) — 43KB
• ex10-1.htm (EX-10.1) — 120KB
• ex10-2.htm (EX-10.2) — 46KB
• 0001493152-24-029602.txt ( ) — 407KB
• nuze-20240724.xsd (EX-101.SCH) — 3KB
• nuze-20240724_lab.xml (EX-101.LAB) — 33KB
• nuze-20240724_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 24, 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 24, 2024, NuZee, Inc., a Nevada corporation (the "Company"), entered into a convertible note purchase agreement (the "Purchase Agreement") with certain investors (the "Investors") to issue and sell convertible notes in the aggregate principal amount of RMB 2,181,000 or approximately USD$300,000 (the "Notes"). The closing of the private placement (the "Closing") occurred on July 26, 2024. The Notes bear interest at an annual rate of 7% and have a maturity date of one year following the issuance date. The Notes are convertible any time after the issuance date by the holder into a number of shares of Common Stock equal to (i) the outstanding principal amount of the Note plus any accrued but unpaid interest, divided by (ii) $0.52, the conversion price. If any such conversion of the Notes would result in the issuance of a fraction of a share, such number of shares to be issued will be rounded down to the nearest whole share. The foregoing description of the Purchase Agreement and the Notes does not purport to be complete and is qualified in its entirety by the full text of the Purchase Agreement and the Notes, the form of which are attached hereto as Exhibit 10.1 and 10.2, 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. Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit Description 10.1 Form of Convertible Note Purchase Agreement 10.2 Form of Convertible Promissory Note 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: July 30, 2024 By: /s/ Randell Weaver Name: Randell Weaver Title: Co-Chief Executive Officer and Chief Financial Officer By: /s/ Jianshuang Wang Name: Jianshuang Wang Title: Co-Chief Executive Officer and and Director

View Full Filing

View this 8-K filing on SEC EDGAR