NuZee Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities
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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 September 30, 2024, on September 24, 2024, NuZee, Inc., a Nevada corporation (the “Company”), entered into a securities purchase agreement (the “Purchase Agreement”) with certain investors (the “Investors”), providing for the sale and issuance of 3,508,769 shares (the “Shares”) of the Company’s common stock, par value $0.00001 per share (the “Common Stock”), for an aggregate purchase price of $2,000,000 at the Nasdaq Minimum Price (as defined in Nasdaq Rule 5635(d)), or $0.57 per share. As previously disclosed in the Current Report on Form 8-K filed by the Company with the SEC on October 16, 2024, on October 14, 2024, the Company issued 2,807,015 shares of Common Stock in consideration of the purchase price of $1,600,000 to four non-U.S. investors pursuant to the Purchase Agreement following receipt of the purchase amounts.
On October 22, 2024, the Company issued 701,754 shares of Common Stock in consideration of the purchase price of $400,000 to one non-U.S. investor pursuant to the Purchase Agreement following receipt of the purchase amount. Following such issuance, the sale of all Shares with the aggregate principal amount of $2,000,000 pursuant to the Purchase Agreement has been completed.
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by the full text of the Purchase Agreement and Registration Rights Agreement, the forms of which were attached as Exhibits 10.1 and 10.2, respectively, to the Current Report on Form 8-K filed by the Company with the SEC on September 30, 2024, and are incorporated herein by reference.
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.
| NUZEE, INC. | ||
| Dated: October 23, 2024 | By: | /s/ Jianshuang Wang |
| Name: | Jianshuang Wang | |
| Title: | Chief Executive Officer and Director | |