NUZEE, INC. : Entering a Material Definitive Agreement, Unrecorded Sale of Equity Securities, Financial Statements and Supporting Documents (Form 8-K)


Item 1.01. Conclusion of a significant definitive agreement.

As described below, on April 13, 2022, NuZee, Inc. (the “Company”) completed the Offering (as defined below), which included the 2022 Warrants (as defined below) as a component of the Units (as defined below). The 2022 Warrants are governed by the terms set forth in the common share purchase warrant entered into between the Company and each investor (the “2022 Warrant Form”). Each 2022 Warrant entitles its registered holder to purchase one common share of the Company, par value $0.00001 per share (the “Common Shares”), at a price equal to
$2.00 per share, subject to the adjustments described below. The 2022 Warrants are immediately exercisable and expire at 5:00 p.m. Eastern Timeon April 13, 2027. The exercise price and number of common shares issuable upon exercise of the 2022 Warrants may be adjusted in certain circumstances, including in the event of a stock dividend or recapitalization, reorganization, merger or consolidation. Holders may exercise their 2022 Warrants on a “cashless” basis in accordance with a formula set forth in the 2022 Warrant Form.

The above summary of the terms of the 2022 Warrant Form is submitted and qualified in its entirety by reference to the 2022 Warrant Form which is filed as an attachment to this Current Report on Form 8-K and is incorporated here by reference.

Each investor in the Offering has agreed that, for a period of one year after the closing of the Offering, such investor will not offer, pledge, sell, contract to sell, sell any option or contract call, will not purchase any option or contract to sell, grant an option, right or warrant to purchase, loan or otherwise transfer or dispose of any securities acquired under the Offer (including the Shares 2022 Subscription Warrant (as defined below)), with the exception of certain customary exempt transactions. After the expiration of the one-year contractual restriction on transfer, any subsequent offer, sale, transfer or other disposal of the securities acquired under the Offer (including the 2022 Warrant Shares (such as defined below)) will require registration under the Securities Act of 1933, as amended (the “Securities Act”) or the availability of an exemption thereto.

Section 3.02. Unrecorded sales of Equity securities.

The information provided in Section 1.01 of this Current Report on Form 8-K is incorporated by reference into this Section 3.02.

On April 13, 2022the Company sold 884,778 units (the “Units”), at a price of
$2.00 per Unit, each Unit consisting of (a) one common share (collectively, the “Shares”) and (b) one warrant (the “2022 Warrants”) to purchase one whole common share (the “2022 Warrant”). 2022 Shares”) with an initial exercise price of $2.00 per share, for a total purchase price of approximately $1.77 million (the “Offer”).

Not all investors wereWE Persons (as such term is defined in Regulation S of the Securities Act) or Accredited Investors (as such term is defined in Regulation D of the Securities Act) and Purchased Investors in Transactions in outside of United States or exempt from the registration requirements of the Securities Act under Rule 506(b) promulgated thereunder, respectively. In issuing securities to such investors, the Company has relied upon the exemptions from securities law registration requirements provided by Regulation S, Regulation D and/or Section 4(a )(2) of the Securities Act.

This current report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities, and there will be no sale of such securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or territory. The securities described herein have not been registered under securities law or applicable state securities laws and may not be offered or sold in United States or any state thereof absent registration under applicable securities law and state securities laws or an applicable exemption from registration requirements.

Caution Regarding Forward-Looking Statements

This current report on Form 8-K includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are subject to known and unknown risks and uncertainties. , many of which may be beyond the Company’s control. The Company cautions that the forward-looking information presented in this current report, including, but not limited to, statements regarding the expected net proceeds the Company will receive, is not a guarantee of future events, and that events and actual results may differ materially from those expressed or implied by the forward-looking information contained in this current report. In addition, forward-looking statements can generally be identified by the use of forward-looking words such as “may”, “plans”, “will”, “expects”, “intends”, “estimates”, ” anticipates, “believe” or “continue” or the negative thereof or variations thereof or similar terminology. A number of important factors could cause actual events and results to differ materially from those contained or implied by forward-looking statements, including the risk factors set forth in the Company’s filings with the Security and Exchange Commission, including the most recent annual report on Form 10-K. Any forward-looking information presented herein is made only as of the date of this current report, and the Company undertakes no obligation to update or revise any forward-looking information to reflect changes in assumptions, the occurrence of events unforeseen or otherwise.

Section 9.01. Financial statements and supporting documents.


(d) Exhibits



Exhibit No.   Description
4.1             Form of Common Stock Purchase Warrant
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

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