NuZee, Inc. Files S-1 Registration Statement

TL;DR

NuZee just filed an S-1, looks like they're prepping to sell more stock.

AI Summary

NuZee, Inc. filed an S-1 registration statement on June 14, 2024, to register an unspecified number of securities. The company, formerly known as Havana Furnishings Inc., is incorporated in Nevada and operates in the retail sector. Its principal executive offices are located in Vista, California.

Why It Matters

This S-1 filing indicates NuZee, Inc. is preparing to offer new securities to the public, which could impact its capital structure and stock availability.

Risk Assessment

Risk Level: medium — S-1 filings are standard for companies planning to issue securities, but the lack of specific offering details makes the immediate risk unclear.

Key Numbers

• 333-280251 — SEC File Number (Identifies the specific SEC registration filing)
• 5900 — SIC Code (Indicates the company's industry classification (Retail-Miscellaneous Retail))

Key Players & Entities

• NuZee, Inc. (company) — Registrant
• Havana Furnishings Inc. (company) — Former company name
• June 14, 2024 (date) — Filing date
• Nevada (jurisdiction) — State of incorporation
• Vista, California (location) — Principal executive offices location
• Jianshuang Wang (person) — Co-Chief Executive Officer
• Randell Weaver (person) — Co-Chief Executive Officer

FAQ

Key Financial Figures

• $0.00001 — 7 shares of our common stock, par value $0.00001 per share (“Common Stock”),
• $1.60 — ted sales price of our Common Stock was $1.60 per share. Investing in our securitie
• $10,000 — o Mr. Higashida for a purchase price of $10,000. The closing of the sale of the shares
• $320,000 — es in the aggregate principal amount of $320,000 (the “Notes”) and warrants
• $1 — ed but unpaid interest, divided by (ii) $1.447, which was the “Minimum Price
• $0 — nd Warrant Purchase Agreement, and (ii) $0.125, the conversion premium. If any suc
• $1.322 — Each Warrant has an exercise price of $1.322 per share, which represents the average
• $1,500,000 — tock for an aggregate purchase price of $1,500,000. In connection with the Securities Purc

Filing Documents

• forms-1.htm (S-1) — 274KB
• ex5-1.htm (EX-5.1) — 12KB
• ex23-1.htm (EX-23.1) — 5KB
• ex107.htm (EX-FILING FEES) — 14KB
• ex5-1_001.jpg (GRAPHIC) — 11KB
• 0001493152-24-024024.txt ( ) — 320KB

From the Filing

filed with the Securities and Exchange Commission on June 14, 2024 Registration No. 333-      UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION UNDER THE SECURITIES ACT OF 1933 NuZee, Inc. (Exact name of registrant as specified in its charter) Nevada 5900 38-3849791 (State or Other Jurisdiction of Incorporation or Organization) (Primary (I.R.S. Employer Identification No.) 2865 Scott St. Suite 107 Vista, California 92081 (760) 295-2408 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices) Jianshuang Wang Randell Weaver Co-Chief Executive Officer NuZee, Inc. 2865 Scott St. Suite 107 Vista, California 92081 (760) 295-2408 (Name, address, including zip code, and telephone number, including area code, of agent for service) With copies to: Alan A. Lanis, Jr. Baker & Hostetler LLP 1900 Avenue of the Stars, Suite 2700 Los Angeles, California 90067 (310) 820-8800 Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box:  If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated reporting company 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 7(a)(2)(B) of the Securities Act. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration is not soliciting an offer to buy, these securities in any jurisdiction where the offer or sale is not permitted. Prospectus NuZee, Inc. Up to 1,310,167 Shares of Common Stock by Selling Stockholders This prospectus relates to the resale from time to time by the selling stockholders named in this prospectus (the “Selling Stockholders”) of up to 1,310,167 shares of our common stock, par value $0.00001 per share (“Common Stock”), which includes: (i) 1,089,020 shares of Common Stock held directly or indirectly by certain Selling Stockholders; and (ii) up to 221,147 shares of Common Stock issuable upon the exercise of warrants held directly or indirectly by certain Selling Stockholders. We will not receive any proceeds from the sale of such shares of Common Stock by the Selling Stockholders. We will bear all of the registration expenses incurred in connection with the registration of these shares of Common Stock. The Selling Stockholders will pay discounts, commissions, fees of underwriters, selling brokers or dealer managers and similar expenses, if any, incurred for the sale of these shares of Common Stock. The Selling Stockholders identified in this prospectus may offer the shares from time to time on terms to be determined at the time of sale through ordinary brokerage transactions or through any other means described in this prospectus under the captio

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View this S-1 filing on SEC EDGAR