Current Report Filing (8-k)
December 28 2022 - 4:57PM
Edgar (US Regulatory)
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0001527613
2022-12-27
2022-12-27
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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): December 27, 2022
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 #) |
(IRS
Employer
Identification
No.) |
1350
East Arapaho Road, Suite 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. 5.03 |
Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year |
On
December 9, 2022, the stockholders of NuZee, Inc. (the “Company”) approved a proposal granting the board of directors of
the Company (the “Board”) discretionary authority to file an amendment (the “Certificate of Amendment”) to the
Company’s Articles of Incorporation, as amended (the “Articles”), which amends Section 1 of the Articles to effect
a reverse stock split of the Company’s common stock, par value $0.00001 (the “Common Stock”), at any ratio from 1-for-10
to 1-for-50 at the Board’s discretion. On December 21, 2022, the Board approved a 1-for-35 reverse stock split of the Common Stock
(the “Reverse Stock Split”). The Certificate of Amendment was filed by the Company on December 28, 2022 and became effective
upon acceptance of the Company’s filing of the Certificate of Amendment with the Secretary of State of Nevada. Accordingly, each
holder of Common Stock received one share of Common Stock for every 35 shares such stockholder held immediately prior to the effectiveness
of the Reverse Stock Split.
The
foregoing description of the Certificate of Amendment is qualified in its entirety by reference to the full text of the Certificate of
Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
On
December 27, 2022, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is filed as Exhibit
99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item
9.01 | Financial
Statements and Exhibits |
(d)
Exhibits
SIGNATURE
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
|
NUZEE,
INC. |
|
|
Dated:
December 28, 2022 |
By: |
/s/
Masateru Higashida |
|
Name: |
Masateru
Higashida |
|
Title: |
Chief Executive Officer and President, Secretary, Treasurer,
and Director |
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