Form 8-K - Current report

UNITED STATES

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): August 20, 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 2.02. Results of Operations and Financial Condition.

On August 20, 2024, Nuzee, Inc.(the “Company”) issued a press release announcing its financial results for the quarterly period ended June 30, 2024. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.

The information in this Item 2.02 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any Company filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statement and Exhibits

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release dated August 20, 2024, issued by the Nuzee, Inc.
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: August 20, 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

Exhibit 99.1

NUZEE, INC. Reports Fiscal Third Quarter 2024 Results

VISTA, California, August 20, 2024——NUZEE, INC., (“NUZEE” or the “Company”) (NASDAQ：NUZE) a Company with a heritage in specialty coffee and an emerging business in broader consumer food and beverage products, today announced financial and operating results for the fiscal third quarter ended June 30, 2024.

Ms. Jianshuang Wang, Co- Chief Executive Officer of NUZEE, commented, “NUZEE is in the early stages of transforming itself into a leading digital marketing, sales and distribution company for consumer products. We have recently announced leadership changes and an exclusive sales and distribution agreement with a leading maca producer in Asia, and we expect to continue expanding our sales channels and product breadth.”

Q3 2024 Financial Highlights

	●	Revenue increased +37% to $366,888 compared to $268,023 in the year ago period.

	●	Net loss from continuing operations improved to ($1,192,434) from ($1,886,290) in the year ago period.

	●	On April 27, 2024, the Company entered into a convertible note and warrant purchase agreement with certain investors providing for the private placement of convertible promissory notes in the aggregate principal amount of $320,000 and warrants to purchase up to an aggregate of 221,147 shares of the Company’s common stock. The closing of the private placement occurred on May 2, 2024. On June 12, 2024, the investors exercised their conversion option and converted the promissory notes to shares of common stock. As a result of the conversion, 222,972 shares of common stock were issued to the investors.

	●	On June 4, 2024, the Company entered into a Securities Purchase Agreement with certain investors providing for the sale of 866,048 share of the Company’s common stock for an aggregate purchase price of $1,500,000. The closing of the sale of common stock took place on June 7, 2024.

Subsequent Events

	●	On July 11, 2024 the Company entered into a Securities Purchase Agreement with certain investors providing for the sale of 2,040,814 shares of the Company’s common stock for an aggregate purchase price of approximately $3,000,000. In connection therewith, the Company entered into a Registration Rights Agreement providing, among other things, that the Company will as soon as reasonably practicable, and no later than September 30, 2024, file with the SEC a registration statement registering the resale of the shares of common stock. The transaction closed on July 18, 2024.

	●	On July 24, 2024, the Company entered into a convertible note purchase agreement with certain investors to issue and sell convertible notes in the aggregate principal amount of approximately $300,000. The closing of the private placement took place on July 26, 2024. On July 26, 2024, the investors exercised their option to convert the notes to common stock.

About NUZEE, INC.

NUZEE, INC. is a digital marketing, sales and distribution company for various consumer products with focuses on food and beverages. Dedicated to reshaping the digital marketing and distribution with technological applications, the Company endeavors to create greater commercial value for its business partners and therefore enhance its own enterprise value and shareholders’ value of their stake in the Company. The Company has a professional brand and marketing management system, which can quickly help partnering enterprises achieve the connection, management, and operation of marketing channels domestically and globally.

Forward-Looking Statements

This press release contains information about the Company’s view of its future expectations, plans and prospects that constitute forward-looking statements. Actual results may differ materially from historical results or those indicated by these forward-looking statements as a result of a variety of factors including, but not limited to, risks and uncertainties associated with its ability to raise additional funding, its ability to maintain and grow its business, variability of operating results, its ability to maintain and enhance its brand, its development and introduction of new products and services, the successful integration of acquired companies, technologies and assets into its portfolio of products and services, marketing and other business development initiatives, competition in the industry, general government regulation, economic conditions, dependence on key personnel, the ability to attract, hire and retain personnel who possess the technical skills and experience necessary for its operations, and its ability to protect its intellectual property. The Company’s encourages you to review other factors that may affect its future results in the Company’s annual reports and in its other filings with the Securities and Exchange Commission.

For more information, please contact:

http://www.nuzee.vip

ir@ccmg.tech

Cover	Aug. 20, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 20, 2024
Entity File Number	001-39338
Entity Registrant Name	NUZEE, INC.
Entity Central Index Key	0001527613
Entity Tax Identification Number	38-3849791
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	2865 Scott St. Suite 107
Entity Address, City or Town	Vista
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92081
City Area Code	(760)
Local Phone Number	295-2408
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.00001 par value
Trading Symbol	NUZE
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false