NuZee, Inc. Files 8-K for New Financial Obligation & Equity Sales

TL;DR

NuZee just signed a new debt deal and sold stock - watch for dilution!

AI Summary

NuZee, Inc. entered into a Material Definitive Agreement on September 6, 2024, related to the creation of a direct financial obligation. The company also reported unregistered sales of equity securities on the same date. Specific details regarding the agreement and the equity sales, including dollar amounts and terms, are not fully disclosed in this filing.

Why It Matters

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

Risk Assessment

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

Key Players & Entities

• NuZee, Inc. (company) — Registrant
• September 6, 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
• $1,300,000 — in the aggregate principal amount of USD$1,300,000 (the "Notes"). The Notes bear interest
• $0 — ed but unpaid interest, divided by (ii) $0.94, the conversion price. Any conversio
• $300,000 — ued two Notes with principal amounts of $300,000 and $450,000 separately to two non-U.S.
• $450,000 — with principal amounts of $300,000 and $450,000 separately to two non-U.S. investors pu
• $550,000 — maining Note with a principal amount of $550,000 in due course. The foregoing descript

Filing Documents

• form8-k.htm (8-K) — 40KB
• 0001493152-24-035303.txt ( ) — 210KB
• nuze-20240906.xsd (EX-101.SCH) — 3KB
• nuze-20240906_lab.xml (EX-101.LAB) — 33KB
• nuze-20240906_pre.xml (EX-101.PRE) — 24KB
• 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): September 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. As previously disclosed in the Current Report on Form 8-K filed by the Company with the SEC on August 26, 2024, on August 20, 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 USD$1,300,000 (the "Notes"). The Notes bear interest at an annual rate of 7% and have a maturity date of one year from the issuance date. The Notes shall not be converted until the Company obtains shareholder approval for the issuance of shares underlying the Notes. Upon obtaining such approval, the holder may convert the Notes into a number of shares of Common Stock equal to (i) the outstanding principal amount of the Notes, plus any accrued but unpaid interest, divided by (ii) $0.94, the conversion price. Any conversion of the Notes resulting in a fractional share shall be rounded down to the nearest whole share. On August 20, 2024, in connection with the Purchase Agreement, the Company entered into a Registration Rights Agreement with the Investors (the "Registration Rights Agreement"). The Company shall prepare and, as soon as practicable, but in no event later than 30 days subsequent to the filing of the Form 10-Q for the period ended June 30, 2024, or five business days after the approval by the Company's stockholders of the transactions contemplated in the Purchase Agreement, whichever is later. On September 6, 2024, the Company issued two Notes with principal amounts of $300,000 and $450,000 separately to two non-U.S. investors pursuant to the Purchase Agreement following receipt of the purchase amounts. The Company expects to close the sale of the remaining Note with a principal amount of $550,000 in due course. The foregoing description of the Purchase Agreement, the Notes and the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by the full text of the Purchase Agreement, the Notes, and Registration Rights Agreement, the forms of which were attached as Exhibits 10.1, 10.2 and 10.3, respectively, to the Current Report on Form 8-K filed by the Company with the SEC on August 26, 2024, 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. 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

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