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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): January 23, 2024
NUZEE,
INC.
(Exact
name of registrant as specified in its charter)
Nevada |
|
001-39338 |
|
38-3849791 |
(State
or other jurisdiction of |
|
(Commission |
|
(IRS
Employer |
incorporation
or organization |
|
File
No.) |
|
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
3.01. Notice of Delisting or Failure To Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
January 23, 2024, NuZee, Inc. (the “Company”) received a notice (the “Notice”) from the Listing Qualifications
staff of The Nasdaq Stock Market (“Nasdaq”) notifying the Company that the Company’s stockholders’ equity as
reported in its Annual Report on Form 10-K for the period ended September 30, 2023 (“Form 10-K”), did not satisfy the continued
listing requirement under Nasdaq Listing Rule 5550(b)(1) for the Nasdaq Capital Market, which requires that a listed company’s
stockholders’ equity be at least $2,500,000. In its Form 10-K, the Company reported stockholders’ equity of $1,674,357, and,
as a result, does not currently satisfy Nasdaq Marketplace Rule 5550(b)(1).
The
Notice has no immediate effect on the Company’s listing on the Nasdaq Capital Market. In
accordance with Nasdaq rules, the Company has 45 calendar days from the date of the notification to submit a plan to regain compliance
with Nasdaq Listing Rule 5550(b)(1). The Company intends to submit a compliance plan within 45 days of the date of the notification and
will evaluate available options to resolve the deficiency and regain compliance. If the Company’s compliance plan is accepted,
the Company may be granted up to 180 calendar days from January 23, 2024 to evidence compliance.
The
Company intends
to regain compliance within the applicable compliance period and is preparing a compliance plan to submit to Nasdaq.
On
January 26, 2024, the Company issued a press release disclosing receipt of the Notice. A copy of the press release is set forth in Exhibit
99.1 and is incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
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:
January 26, 2024 |
By: |
/s/
Randell Weaver |
|
Name: |
Randell
Weaver |
|
Title: |
President,
Chief Financial Officer, and Chief Operating Officer |
Exhibit
99.1
NuZee,
Inc. Announces Receipt of NASDAQ Notification
VISTA,
California, January 26, 2024 /PRNewswire/ — NuZee, Inc. (NASDAQ: NUZE), a leading coffee co-packing and technology company,
today announced that it has received a notice (the “Notice”) from the Listing Qualifications staff of The Nasdaq Stock Market
(“Nasdaq”) notifying the Company that the Company’s stockholders’ equity as reported in its Annual Report on
Form 10-K for the period ended September 30, 2023 (“Form 10-K”), did not satisfy the continued listing requirement under
Nasdaq Listing Rule 5550(b)(1) for the Nasdaq Capital Market, which requires that a listed company’s stockholders’ equity
be at least $2,500,000. In its Form 10-K, the Company reported stockholders’ equity of $1,674,357, and, as a result, does not currently
satisfy Nasdaq Marketplace Rule 5550(b)(1).
The
Notice has no immediate effect on the Company’s listing on the Nasdaq Capital Market. In accordance with Nasdaq rules, the Company
has 45 calendar days from the date of the notification to submit a plan to regain compliance with Nasdaq Listing Rule 5550(b)(1). The
Company intends to submit a compliance plan within 45 days of the date of the notification and will evaluate available options to resolve
the deficiency and regain compliance. If the Company’s compliance plan is accepted, the Company may be granted up to 180 calendar
days from January 23, 2024 to evidence compliance.
The
company intends to regain compliance within the applicable compliance period and is preparing a compliance plan to submit to Nasdaq.
About
NuZee
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. These forward-looking
statements include, but are not limited to, NuZee’s beliefs, plans, goals, objectives, expectations, assumptions, estimates, intentions,
future performance, other statements that are not historical facts and statements identified by words such as “expects”,
“anticipates”, “intends”, “plans”, “believes”, “seeks”, “estimates”
or words of similar meaning. 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
except as required by law, 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. Statements related to, among other
things, the consummation of the offering of common stock and potential changes in market conditions constitute 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 NuZee’s
public reports and NuZee’s other filings made with the SEC.
SOURCE
NuZee, Inc.
Contact:
IR@Nuzeeusa.com
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