Current Report Filing (8-k)
March 01 2022 - 06:24AM
Edgar (US Regulatory)
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2022-02-25 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):
February 25, 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
No.)
|
|
(IRS
Employer
Identification
No.)
|
1401 Capital Avenue,
Suite B,
Plano,
Texas
75074
(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
2.01. Completion of Acquisition or Disposition of
Assets
On
February 25, 2022 (the “Closing Date”), NuZee, Inc. (the “Company”)
completed its previously announced acquisition (the “Acquisition”)
of substantially all of the assets and certain specified
liabilities of Dripkit, Inc., a Delaware corporation (“Dripkit”),
pursuant to the Asset Purchase Agreement dated as of February 21,
2022 (the “Asset Purchase Agreement”), by and among the Company,
Dripkit, and Dripkit’s existing investors (the “Stock Recipients”)
who executed joinders to the Asset Purchase Agreement as of the
Closing Date.
After
adjustments
and holdbacks under the Asset Purchase Agreement as previously
disclosed, the Company paid the aggregate purchase price as
follows: (a) cash paid by the Company to Dripkit was $257,000, and
(b) the Company issued to the Stock Recipients an aggregate of
178,681 shares of the Company’s common stock. In addition, the
Company repaid the entire outstanding principal amount of Dripkit’s
Small Business Association Economic Injury Disaster Loan in the
amount of $78,156. The terms and provisions of the Asset Purchase
Agreement are further described in the Company’s Current Report on
Form 8-K filed with the Securities and Exchange Commission on
February 22, 2022 (the “Current Report”), which is incorporated
herein by reference, and a copy of the Asset Purchase Agreement was
filed as Exhibit 2.1 to the Current Report, which is incorporated
herein by reference.
Item
7.01. Regulation FD Disclosure.
On
March 1, 2022, the Company issued a press release announcing the
completion of the Acquisition. A copy of the Company’s press
release is furnished with this Current Report on Form 8-K 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, or the Exchange Act, except as shall be expressly provided
by specific reference in such filing.
Item 8.01. Other Events
On the Closing Date, the Company entered into an employment
agreement for a term of two years with Ilana Kruger, the holder of
approximately 71% of the capital stock of Dripkit, pursuant to
which Ms.
Kruger will serve as
Chief Executive Officer of an
anticipated new Dripkit Coffee business division that is
wholly-owned by NuZee, Inc.
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:
March 1, 2022 |
By: |
/s/
Patrick Shearer |
| |
Name: |
Patrick
Shearer |
| |
Title: |
Chief Financial Officer |
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