Current Report Filing (8-k)
August 09 2022 - 5:17PM
Edgar (US Regulatory)
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0001527613
2022-08-07
2022-08-07
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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): August 7, 2022
NUZEE,
INC.
(Exact
name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of
incorporation or organization |
|
001-39338
(Commission
File No.) |
|
38-3849791
(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
8.01. Other Events.
On
August 7, 2022, NuZee, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”)
with Maxim Group LLC, as the sole book-running manager and underwriter (the “Underwriter”), relating to an underwritten public
offering (the “Offering”) of 4,200,000 shares of common stock, par value $0.00001 per share (the “Common Stock”),
at a price to the public of $0.82 per share of Common Stock (the “Offering Price”). Pursuant to the Underwriting Agreement,
the Company granted the Underwriter a 45-day option to purchase up to 630,000 additional shares of Common Stock at the Offering Price,
less underwriting discounts and commissions.
The
Company expects to receive approximately $2.7 million in net proceeds from the Offering, after deducting underwriting discounts and
commissions and other estimated Offering expenses payable by the Company, assuming no exercise by the Underwriter of its option to purchase
additional shares of Common Stock, or approximately $3.2 million if the Underwriter exercises its option to purchase additional shares
of Common Stock in full. The shares of Common Stock are expected to be delivered to the Underwriter on or about August 10, 2022, subject
to the satisfaction of customary closing conditions.
The
Offering is being made pursuant to a shelf registration statement filed with and declared effective by the Securities and Exchange Commission
(the “SEC”) (Registration No. 333- 248531), a base prospectus, dated October
2, 2020, included as part of the registration statement, and a prospectus supplement, dated August 7, 2022.
The
Underwriting Agreement contains representations, warranties and covenants of the Company that are customary for transactions of this
type and customary conditions to closing. Additionally, the Company has agreed to provide
the Underwriter with customary indemnification rights under the Underwriting Agreement. The Company has also agreed, subject to certain
exceptions, not to sell or transfer any shares of its common stock, warrants or securities
convertible into common stock for a period of 60 days following the date of the final prospectus supplement without the approval of the
Underwriter.
The
foregoing summary of the terms of the Underwriting Agreement is subject to, and qualified in its entirety by reference to, the copy of
the Underwriting Agreement that is filed as an exhibit to this Current Report on Form 8-K and are incorporated herein by reference. The
representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and,
as of specific dates, were solely for the benefit of the parties to the Underwriting Agreement, and may be subject to limitations agreed
upon by the contracting parties. Accordingly, the Underwriting Agreement is incorporated herein by reference only to provide investors
with information regarding the terms of the Underwriting Agreement, and not to provide investors with any other factual information regarding
the Company or its business, and should be read in conjunction with the disclosures in the Company’s periodic reports and other
filings with the SEC.
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:
August 9, 2022 |
By: |
/s/
Patrick Shearer
|
|
Name: |
Patrick
Shearer |
|
Title: |
Chief
Financial Officer |
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