0001527613
false
0001527613
2023-08-11
2023-08-11
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 11, 2023
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.) |
1350
E Arapaho Rd Ste 230, Richardson, Texas 75081
(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
5.02. |
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
|
Appointment
of Randell Weaver as Chief Financial Officer
On
August 11, 2023 (the “Commencement Date”), NuZee, Inc. (the “Company”) appointed Randell Weaver to be the Company’s
new Chief Financial Officer, effective immediately.
Mr.
Weaver, age 65, has been the Chief Financial Officer of Reinvention Unlimited, Inc, where he provides financial and operational management
and executive oversight services for his clients. Mr. Weaver’s responsibilities include building and mentoring teams, identifying
and implementing strategic initiatives including successful exits and executing mutually agreed operating plans. He has been responsible
for advising corporate clients – ranging from startups to $2 billion in annual revenue – on matters including accounting,
finance, and capital markets for international manufacturing and distribution clients with a focus on regulated industries, including
food, pharmaceuticals, and contracting. Mr. Weaver has also held numerous other leadership roles at other companies such as President/COO
of Natural Alternatives International, Inc. (Nasdaq: NAII), President/CFO of Bimbo Bakeries USA, VP/Corporate Controller of Specialty
Restaurants Corp, and CFO of Microcomputer Memories, Inc. (Nasdaq: MCMI). Mr. Weaver earned a Bachelor of Science degree in Business
Administration from California State University, Northridge and a Master of Arts in Spiritual Psychology from the University of Santa
Monica. He is a licensed certified public accountant (inactive) in the State of California.
On
the Commencement Date, the Company entered into an employment agreement with Mr. Weaver in connection with his appointment as Chief Financial
Officer (the “Employment Agreement”). Pursuant to the Employment Agreement, Mr. Weaver is entitled to an annual base salary
of $225,000 and an annual cash bonus opportunity (“Annual Bonus”), with an annual target bonus opportunity equal to 50% of
his base salary, based on the achievement of the Company or individual performance goals that will be established by the Compensation
Committee of the Board of Directors (the “Compensation Committee”). Mr. Weaver is also eligible to receive a bonus for Fiscal
Year 2023 at the exclusive discretion of the Chief Executive Officer, Compensation Committee, and Board of Directors. Mr. Weaver is also
eligible to participate in any equity compensation plan of the Company, including the NuZee, Inc. 2023 Stock Incentive Plan, and to receive
future equity awards at the Board of Directors’ discretion.
In
addition, pursuant to the Employment Agreement, the Company granted to Mr. Weaver on the Commencement Date an award of options to purchase
6,000 shares of the Company’s common stock. Subject to Mr. Weaver’s continued employment, the options vest as follows: (i)
2,000 options shall vest upon the first anniversary of the Commencement Date; (ii) 2,000 options shall vest upon the second anniversary
of the Commencement Date; and (iii) 2,000 options shall vest upon the third anniversary of the Commencement Date. The options have an
exercise price of equal to the fair market value at the time of grant.
In
addition, pursuant to the Employment Agreement, the Company granted and issued to Mr. Weaver on the Commencement Date 6,000 shares of
the Company’s common stock (the “Restricted Shares”). Subject to Mr. Weaver’s continued employment, the Restricted
Shares vest as follows: (i) 2,000 Restricted shall vest upon the first anniversary of the Commencement Date; (ii) 2,000 Restricted Shares
shall vest upon the second anniversary of the Commencement Date; and (iii) 2,000 Restricted Shares shall vest upon the third anniversary
of the Commencement Date.
Pursuant
to the Employment Agreement, if Mr. Weaver resigns for “good reason” or his employment is terminated by the Company without
“cause,” each as defined in the Employment Agreement, Mr. Weaver is entitled to receive payment equal to (i) his accrued
but unpaid salary for the period through the date of his resignation or termination, plus (ii) an amount equal to one times his annual
base salary as then in effect, plus (iii) an amount equal to one times the amount of the Annual Bonus actually paid to Mr. Weaver for
the previous fiscal year, prorated based on the number of days actually worked in the fiscal year in which the effective date of termination
occurs, plus (iv) reimbursement for premiums paid to continue Mr. Weaver’s health, dental and vision insurance pursuant to the
Consolidated Omnibus Reconciliation Act of 1985 (“COBRA”) until the earlier of 18 months or the date on which Mr. Weaver
becomes eligible to participate in a group medical plan sponsored by any other employer.
Also
under the Employment Agreement, if within 12 months following a change in control of the Company, as defined in the Employment Agreement,
Mr. Weaver resigns for “good reason” or his employment is terminated by the Company without “cause,” Mr. Weaver
is entitled to receive payment equal to (i) his accrued but unpaid salary for the period through the date of his resignation or termination,
plus (ii) an amount equal to one and one half times his annual base salary as then in effect, plus (iii) an amount equal to one and one
half times the amount of the Annual Bonus actually paid to Mr. Weaver for the previous fiscal year, prorated based on the number of days
actually worked in the fiscal year in which the effective date of termination occurs, plus (iv) reimbursement for premiums paid to continue
Mr. Weaver’s health, dental and vision insurance pursuant to COBRA until the earlier of 18 months or the date on which Mr. Weaver
becomes eligible to participate in a group medical plan sponsored by any other employer.
There
are no arrangements or understandings between Mr. Weaver and any other persons pursuant to which Mr. Weaver was appointed as an executive
officer. Mr. Weaver does not have any family relationships with any director or executive officer of the Company or any person nominated
or chosen by the Company to become a director or executive officer of the Company. There are no transactions in which Mr. Weaver has
any interest requiring disclosure under Item 404(a) of Regulation S-K.
The
foregoing description of the Employment Agreement is only a summary and is qualified in its entirety by reference to the full text of
the Employment Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item
7.01. |
Regulation
FD Disclosure. |
On
August 15, 2023, the Company issued a press release announcing the appointment of Mr. Weaver as the Company’s new Chief Financial
Officer. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
As
provided in General Instruction B.2 to Form 8-K, the information furnished in this Item 7.01 shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject
to the liabilities under that Section and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933,
as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly provided by specific reference in such
filing.
| Item
9.01 |
Financial
Statements and Exhibits. |
(d)
Exhibit
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 14, 2023 |
By: |
/s/
Masateru Higashida |
| |
Name: |
Masateru
Higashida |
| |
Title: |
Chief
Executive Officer and President |
Exhibit 10.1
Exhibit
99.1
NuZee
Appoints Experienced Finance and CPG Professional Randell Weaver as Chief Financial Officer
RICHARDSON,
Tex. — (August 15, 2023) — NuZee, Inc. (Nasdaq: NUZE), a leading coffee co-packing and technology company, today announces
the appointment of Randell Weaver as its chief financial officer.
Mr.
Weaver joins NuZee with more than 30 years of well-rounded manufacturing, distribution, and CPG experience with three prior terms as
a public company CFO and demonstrated success rate in cash management, fund raising, building and mentoring staffs, structuring financing
options, optimizing performance, growth, strategic planning and managing relationships.
Prior
to joining NuZee, Mr. Weaver served as chief financial officer of Reinvention Unlimited, Inc, which provides
financial and operational management, mentoring and executive oversight services for international manufacturing and distribution clients
with a focus on regulated industries in food, pharmaceuticals and contracting. Before that, he held several key positions, including
CFO of a publicly held CPG manufacturing and distribution company with international operations and units in baked organic baby foods,
nutritional supplements, and highly regulated cannabis products. While there, he transitioned that issuer’s listing from TSX to
NASDAQ and helped raise in excess of $15 million in debt and equity . He also facilitated the conversion from the IFRS accounting
standard to US GAAP compliant financial statements. Mr. Weaver also previously held interim CFO positions at a private equity-acquired
food packaging company and a frozen food company.
Mr.
Weaver holds a Bachelor of Science degree in business administration from Cal State University, Northridge, and a Master of Arts in spiritual
psychology from University of Santa Monica.
Masa
Higashida, NuZee’s CEO, commented, “Randy’s extensive experience both as a financial officer in a public company, and
within the CPG, and in particular, food packaging space equip him with a solid understanding of our business model. We look forward to
collaborating with him in helping drive NuZee forward as we continue to grow rapidly within the market.”
Mr.
Weaver added, “I am thrilled to join the NuZee team and am genuinely excited about the innovations the company is spearheading
in the single-serve coffee market. Working with such a dedicated group of professionals, I am committed to extending our impact in the
market and enhancing shareholder value.”
To
learn more about NuZee and its innovative solutions, visit mynuzee.com.
About
NuZee Coffee
NuZee,
Inc., (Nasdaq: NUZE), is a leading co-packing company for single-serve coffee formats that partners with companies to help them expand
within the single-serve and private label coffee category. Providing end-to-end innovative and sustainable solutions with the flexibility
and capacity for both small roasters and large global brands, NuZee is revolutionizing the way single-serve coffee is enjoyed in the
U.S. Through the brand’s unique process, NuZee fulfills every aspect of co-packing needs, from sourcing, roasting and blending,
to packing and packaging.
Forward-looking
Statements
This
press release contains forward-looking statements that are made pursuant to the safe harbor provisions within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. NuZee cautions you
that such statements are simply predictions and actual events or results may differ materially. These statements reflect NuZee’s
current expectations and NuZee does not undertake to update or revise these forward-looking statements, even if experience or future
changes make it clear that any projected results expressed or implied in this or other NuZee statements will not be realized. Further,
these statements involve risks and uncertainties, many of which are beyond NuZee’s control, which could cause actual results to
differ materially from the forward-looking statements. These risks and uncertainties, many of which are beyond our control, include:
NuZee’s plan to obtain funding for its operations, including funding necessary to develop, manufacture and commercialize its products;
the impact to NuZee’s business from COVID 19 global crisis; general market acceptance of and demand for NuZee’s products;
and NuZee’s commercialization, marketing and manufacturing capabilities and strategy; for description of additional factors that
may cause NuZee’s actual results, performance or expectations to differ from any forward looking statements, please review the
information set forth in the ‘Risk Factors’ and “ Management’s Discussion and Analysis of Financial Condition
and Results of Operations” sections of the NuZee’s public reports and NuZee’s other filings made with the SEC.
SOURCE
NuZee, Inc.
Contacts:
Investors:
CORE
IR
Justin
Kulik
ir@nuzee.com
Media:
CORE
IR
Jules
Abraham
julesa@coreir.com
v3.23.2
| X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
| Name: |
dei_AmendmentFlag |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
| Name: |
dei_DocumentPeriodEndDate |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:dateItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
| Name: |
dei_DocumentType |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:submissionTypeItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
| Name: |
dei_EntityAddressAddressLine1 |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- Definition
+ References
+ Details
| Name: |
dei_EntityAddressCityOrTown |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionCode for the postal or zip code
| Name: |
dei_EntityAddressPostalZipCode |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionName of the state or province.
| Name: |
dei_EntityAddressStateOrProvince |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:stateOrProvinceItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityCentralIndexKey |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:centralIndexKeyItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionIndicate if registrant meets the emerging growth company criteria. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityEmergingGrowthCompany |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
| Name: |
dei_EntityFileNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:fileNumberItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
| Name: |
dei_EntityIncorporationStateCountryCode |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarStateCountryItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityRegistrantName |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityTaxIdentificationNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:employerIdItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionLocal phone number for entity.
| Name: |
dei_LocalPhoneNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
| Name: |
dei_PreCommencementIssuerTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
| Name: |
dei_PreCommencementTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTitle of a 12(b) registered security. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b
| Name: |
dei_Security12bTitle |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:securityTitleItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionName of the Exchange on which a security is registered. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
| Name: |
dei_SecurityExchangeName |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarExchangeCodeItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Section 14a
-Number 240
-Subsection 12
| Name: |
dei_SolicitingMaterial |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
| Name: |
dei_TradingSymbol |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:tradingSymbolItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
| Name: |
dei_WrittenCommunications |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
NuZee (NASDAQ:NUZE)
Historical Stock Chart
From Apr 2024 to May 2024
NuZee (NASDAQ:NUZE)
Historical Stock Chart
From May 2023 to May 2024
