SC 13G/A: NuZee, Inc.

AI Summary

SC 13G/A filing by NuZee, Inc..

Risk Assessment

Risk Level: low

Key Financial Figures

• $0.00001 — me of Issuer) COMMON STOCK, PAR VALUE $0.00001 PER SHARE (Title of Class of Securiti

Filing Documents

• formsc13ga.htm (SC 13G/A) — 84KB
• 0001493152-24-023973.txt ( ) — 86KB

From the Filing

SC 13G/A 1 formsc13ga.htm UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A (Amendment No. 1) * Under the Securities Exchange Act of 1934 NUZEE, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $0.00001 PER SHARE (Title of Class of Securities) [67073S307] (CUSIP Number) Xiang Zhang Room 507-1, Building 2, No. 3, Liansheng Road, Wuchang Street, Yuhang District, Hangzhou +86-18057577456 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 12, 2024 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: Rule 13d-1(b) Rule 13d-1(c) Rule 13d-1(d) * The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 67073S307 1. NAMES OF REPORTING PERSONS Xiang Zhang 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) (b) 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION China NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 5. SOLE VOTING POWER 277,574 6. SHARED VOTING POWER 0 7. SOLE DISPOSITIVE POWER 277,574 8. SHARED DISPOSITIVE POWER 0 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 277,574 10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 11.37% 1 12. TYPE OF REPORTING PERSON (see instructions) IN 1 This percentage is calculated based on (i) 1,298,414 shares of common stock issued and outstanding as of May 22, 2024 , as set forth in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on May 24, 2024; (ii) 866,048 shares issued on June 7, 2024, as set forth in the Issuer’s Form 8-K filed with the Securities and Exchange Commission on June 10, 2024; (iii) 139,357 shares of common stock converted by Xiang Zhang on June 12, 2024; and (iv) a warrant exercisable to purchase 138,217 shares of common stock beneficially owned by the reporting person. CUSIP No. 67073S307 Item 1. (a) Name of Issuer NUZEE, INC. (b) Address of Issuer’s Principal Executive Offices 2865 Scott St. Suite 107, Vista, California 92081 Item 2. (a) Name of Person Filing Xiang Zhang (b) Address or principal business office or, if none, residence Room 507-1, Building 2, No. 3, Liansheng Road, Wuchang Street, Yuhang District, Hangzhou City, Zhejiang Province, China . (c) Citizenship China (d) Title of Class of Securities Common Stock (e) CUSIP Number 67073S307 Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: (a) Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). (b) Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). (c) Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). (d) Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); (f) An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); (g) A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); (h) A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); (i) A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); (j) Group, in accordance with §240.13d-1(b)(1)(ii)(J). CUSIP No. 67073S307 Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: See response to Item 9 on each cover page. (b) Percent of class: See response to Item 11 on each cover page. (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote. See response to Item 5 on each cover page. (ii) Shared power to vote or to direct the vote. See response to Item 6 on each cover page. (iii) Sole power to dispose or to direct the disposi

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