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): September 5, 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.

On September 5, 2023, Tracy Ging, a member of the Board of Directors (the “Board”) of NuZee, Inc. (the “Company”), notified the Company of her resignation from the Board, including her positions as a member of the Compensation Committee and Nominating and Corporate Governance Committee, effective immediately. Ms. Ging has served on the Board since April 11, 2021. Ms. Ging’s decision to resign from the Board was not the result of a disagreement with the Company on any matter relating to the Company’s operations, policies or practices. The Company wishes to express gratitude to Ms. Ging for her contributions to the Board.

A copy of Ms. Ging’s letter of resignation is attached hereto as Exhibit 17.1.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits. The following are filed as exhibits to this report:

Exhibit No.		Description
17.1		Director Resignation Letter, dated September 5, 2023.
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: September 6, 2023	By:	/s/ Randell Weaver
	Name:	Randell Weaver
	Title:	Chief Financial Officer

Exhibit 17.1

September 5, 2023

NuZee, Inc.

Attn: Masa Higashida, Chairman of the Board

1350 E Arapaho Rd Ste 230

Richardson, Texas 75081

Dear Masa:

Effective immediately, I hereby resign from the Board of Directors of NuZee, Inc. I have entered into a new employment arrangement that will require my full attention and prohibits other compensated engagements.

I would like to reiterate that my resignation in no way reflects any disagreement with NuZee, Inc. management, nor their practices and is purely predicated on personal circumstances.

I truly enjoyed my time serving as a Director and wish you all the best going forward.

Sincerely,

/s/ Tracy Ging

Cover	Sep. 05, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 05, 2023
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	1350 E Arapaho Rd Ste 230
Entity Address, City or Town	Richardson
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75081
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