Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
Resignation
of Chief Sales Officer and Chief Supply Chain Officer
On
October 31, 2022, Jose Ramirez notified NuZee, Inc. (the “Company”) of his resignation as the Company’s Chief Sales
Officer and Chief Supply Chain Officer, effective as of December 2, 2022. Mr. Ramirez’s resignation is not the result of any dispute
or disagreement with the Company.
Resignation
of Chief Financial Officer
On
November 2, 2022, Patrick Shearer notified the Company of his resignation as the Company’s Chief Financial Officer, effective on
January 4, 2023 (the “Effective Date”). On the Effective Date, Mr. Shearer will cease to serve as the Company’s principal
financial officer and principal accounting officer. Mr. Shearer’s resignation is not the result of any dispute or disagreement
with the Company, including any matters relating to the Company’s accounting practices or financial reporting.
Appointment
of Interim Chief Financial Officer
On
November 4, 2022, in connection with the Resignation, the Board of Directors of the Company approved the appointment (the “Appointment”)
of Shana Bowman as the Company’s Interim Chief Financial Officer, with such appointment to be effective on the Effective Date.
Ms. Bowman will serve as the Company’s principal financial officer and principal accounting officer on an interim basis.
Ms.
Bowman, 47, has served as the Company’s Controller since December 2020. Before joining the Company, Ms. Bowman served as the Director
of Accounting and Finance at Trade Star Energy, Inc. from July 2017 to April 2019. During this time, Ms. Bowman was responsible for building
the company’s accounting and finance teams and improving the company’s finance functions to comply with the rules governing
public companies, such as the Sarbanes-Oxley Act of 2002. Following her role with Trade Star Energy, Ms. Bowman served as U.S. Financial
Controller at National Oilwell Varco from April 2019 to October 2020. In this role, Ms. Bowman was responsible for overseeing several
of the company’s U.S. business units, managing forecasts in relation to market changes during the COVID-19 pandemic, and overseeing
all cost accounting for business units, among other responsibilities. Ms. Bowman earned a Bachelor of Business Administration degree
in accounting from the University of Houston.
On
November 4, 2022, the Company and Ms. Bowman entered into that certain Second Amended and Restated Employment Agreement (the “Employment
Agreement”), providing for Ms. Bowman’s continued employment as the Controller until the Effective Date, and thereafter as
Interim Chief Financial Officer. Pursuant to the Employment Agreement, commencing on the Effective Date, Ms. Bowman is entitled to an
annual base salary of $185,000 (the “Base Salary”), with an annual target bonus opportunity equal to 20-30% of the Base Salary
(“Annual Bonus”), the amount and terms of such Annual Bonus to be determined in the sole and absolute discretion of the Compensation
Committee of the Company’s Board of Directors (the “Compensation Committee”). The Employment Agreement provides for
$15,000 of the Base Salary to be paid as of the date of the Employment Agreement. Ms. Bowman is also eligible to participate in any equity
compensation plan of the Company and to receive future equity awards at the Compensation Committee’s discretion.
Pursuant
to the Employment Agreement, Ms. Bowman’s employment with the company is an at-will relationship that may be terminated at any
time by her or the Company, for any reason, provided that the Company must give Ms. Bowman at least 14 days’ written notice of
any termination without cause and Ms. Bowman shall give the Company at least 60 days’ written notice of any voluntary resignation.
If Ms. Bowman’s employment is terminated by the Company without “cause,” as defined in the Employment Agreement, and
subject to the delivery of Ms. Bowman’s release of claims in favor of the Company, Ms. Bowman is entitled to receive payment equal
to one month of her base salary for each full year of her employment with the Company and all appropriate benefits mandated by the Consolidated
Omnibus Reconciliation Act of 1985.
There
are no family relationships between Ms. Bowman and any director or executive officer of the Company, and the Company has not entered
into any transactions with Ms. Bowman that are reportable pursuant to Item 404(a) of Regulation S-K. There are no arrangements or understandings
between Ms. Bowman and any other persons pursuant to which she was selected as the Company’s Interim Chief Financial Officer.
The
foregoing summary of the Employment Agreement is not complete and is qualified in its entirety by reference to the Employment Agreement,
a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.