Current Report Filing (8-k)
September 23 2022 - 4:06PM
Edgar (US Regulatory)
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2022-09-20
2022-09-20
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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): September 20, 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.) |
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
3.01 | Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On
September 20, 2022, NuZee, Inc. (the “Company”) received a notification letter (the “Notice”) from the Listing
Qualifications Department of The Nasdaq Stock Market LLC (“NASDAQ”) indicating that the Company is not in compliance with
the minimum bid price requirement for continued listing set forth in Nasdaq Listing Rule 5550(a)(2). Nasdaq Listing Rule 5550(a)(2) requires
listed securities to maintain a minimum bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to
meet the minimum bid price requirement exists if the deficiency continues for a period of 30 consecutive business days. The Notice has
no immediate effect on the listing of the Company’s common stock, par value $0.00001 per share (the “Common Stock”),
which continues to trade on The Nasdaq Capital Market under the symbol “NUZE.”
In
accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has 180 calendar days from the date of the Notice, or until March 20,
2023, to regain compliance. If at any time before March 20, 2023 the closing bid price of the Common Stock closes at or above $1.00 per
share for a minimum of 10 consecutive business days, NASDAQ will provide written notification that the Company has achieved compliance
with the minimum bid price requirement, and the matter will be resolved.
If
the Company does not regain compliance during the compliance period ending March 20, 2023, then NASDAQ may in its discretion determine
to grant the Company an additional 180 calendar day period to regain compliance, provided that the Company on March 20, 2023 meets the
continued listing requirement for market value of publicly held shares and all other applicable initial listing standards for The Nasdaq
Capital Market, with the exception of the minimum bid price requirement, and will need to provide NASDAQ written notice of its intent
to cure the deficiency during the second compliance period.
If
the Company does not regain compliance within the allotted compliance period or periods, including any extensions that NASDAQ may determine
to grant, NASDAQ will provide notice that the Common Stock will be subject to delisting. The Company would then be entitled to appeal
that determination to a NASDAQ hearings panel. There can be no assurance that the Company will regain compliance with the minimum bid
price requirement during the 180-day compliance period, secure a second period of 180 days to regain compliance or maintain compliance
with the other NASDAQ listing requirements.
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:
September 23, 2022 |
By: |
/s/
Patrick Shearer |
|
Name: |
Patrick
Shearer |
|
Title: |
Chief
Financial Officer |
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