Current Report Filing (8-k)
December 12 2022 - 4:10PM
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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 9, 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)
1401
Capital Avenue, Suite B, Plano, Texas 75074
(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
5.07 Submission of Matters to a Vote of Security Holders
On
December 9, 2022, NuZee, Inc. (the “Company”) held a Special Meeting of Stockholders (the “Special Meeting”).
As of November 2, 2022, the record date for the Special Meeting, 23,668,017 shares
of the Company’s common stock, par value $0.00001 per share were outstanding and entitled
to vote. A quorum of outstanding votes entitled to be cast were present by virtual attendance
or represented by proxy at the Special Meeting. The final results for each of the matters
submitted to a vote of stockholders at the Special Meeting are as follows:
Proposal
One – Amendment of Articles of Incorporation to Effect a Reverse Stock Split
Votes For: | |
| 14,864,742 | |
| |
| | |
Votes Against: | |
| 352,547 | |
| |
| | |
Abstain: | |
| 7,478 | |
Proposal
Two – Amendment of Articles of Incorporation to Reincorporate the “Additional Articles”
Votes For: | |
| 8,709,661 | |
| |
| | |
Votes Against: | |
| 102,457 | |
| |
| | |
Abstain: | |
| 23,012 | |
| |
| | |
Broker Non-Votes: | |
| 6,389,637 | |
Proposal
Three – Adjournment of Special Meeting to a Later Date or Dates to Solicit Additional Proxies if Necessary
Votes For: | |
| 14,378,753 | |
| |
| | |
Votes Against: | |
| 836,050 | |
| |
| | |
Abstain: | |
| 9,964 | |
Although
Proposal Two did not have sufficient votes to pass, the Company’s Board of Directors determined not to move to adjourn the meeting
to a later date to solicit additional votes in favor of this proposal.
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 12, 2022 |
By: |
/s/ Patrick Shearer |
|
Name: |
Patrick Shearer |
|
Title: |
Chief Financial Officer |
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