Amended Statement of Beneficial Ownership (sc 13d/a)
December 15 2022 - 4:30PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
Under
the Securities Exchange Act of 1934
(Amendment No. 1)*
NuZee,
Inc.
(Name
of Issuer)
Common
Stock, par value $0.00001 per share
(Title
of Class of Securities)
67073S208
(CUSIP
Number)
Masateru
Higashida
1350 East Arapaho Road, Suite #230
Richardson,
Texas 75081
(760) 295-2408
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
December
15, 2022
(Date
of Event which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note:
Schedules filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are
to be sent.
* | The
remainder of this cover page shall be filled out for a reporting person’s initial filing
on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page. |
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
1. |
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Masateru
Higashida |
2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
(a)
[ ] (b) [ ] |
3. |
SEC USE ONLY
|
4. |
SOURCE OF FUNDS (see instructions)
OO |
5. |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
6. |
CITIZENSHIP OR PLACE OF ORGANIZATION
Japan |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH |
7. |
SOLE
VOTING POWER
5,265,376
(1)(2) |
8. |
SHARED VOTING POWER
|
9. |
SOLE DISPOSITIVE POWER
5,265,376 (1) |
10. |
SHARED
DISPOSITIVE POWER
|
11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,265,376 (1) |
12. |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
|
13. |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.8%(2) |
14. |
TYPE OF REPORTING PERSON (see instructions)
IN |
(1) | Reflects
(i) 506,667 shares of the Issuer’s common stock, par value $0.00001 per share (the
“Common Stock”) issuable upon the exercise of options exercisable as of or within
60 days, (ii) 4,744,545 shares of Common Stock held by Mr. Higashida, and (iii) 14,164 shares
of Common Stock held by NuZee Co., Ltd. (an entity organized under the laws of Japan) (“NCL”).
Mr. Higashida is the majority owner of NCL, Mr. Higashida’s siblings hold the remaining
equity interests in NCL, and Mr. Higashida possesses the sole power to determine the investment
and voting decisions made by NCL. |
| |
(2) | Based
on 23,668,017 shares of Common Stock outstanding as of December 13, 2022. |
Explanatory
Note
This
Amendment No. 1 to Schedule 13D (this “Amendment No. 1”) is being filed to amend the statement on Schedule 13D filed by Masateru
Higashida (“Mr. Higashida”) on September 25, 2020 (the “Original Statement”), and relates to shares of the Common
Stock of NuZee, Inc., a Nevada Corporation (the “Issuer”).
The
Original Statement is hereby amended and supplemented as detailed below, and, except as amended and supplemented hereby, the Original
Statement remains in full force and effect. All capitalized terms not otherwise defined herein shall have the meaning ascribed to such
terms in the Original Statement.
The
Common Stock and percentage ownership reflected in this amendment reflect an increase in the number of outstanding shares of the Issuer.
Item
5. Interest in Securities of the Issuer.
Item
5 of the Original Statement is hereby amended and restated in its entirety to read as follows:
(a) | See
rows (11) and (13) of the cover page to this Statement for the aggregate number of Shares
and percentage of Shares beneficially owned by the Reporting Person. |
| |
(b) |
See rows (7) through (10) of the cover page to this Statement
for the number of Shares as to which the Reporting Person has the sole or shared power to vote or direct the vote and sole or shared
power to dispose or to direct the disposition. |
|
|
(c) | The
Reporting Person has not effected any transactions in Common Stock during the sixty day period
prior to the filing of this Schedule 13D. |
| |
(d) | To
the best knowledge of Mr. Higashida, no other person has the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially
owned by Mr. Higashida. |
| |
(e) |
Not applicable. |
SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Date:
December 15, 2022
|
By: |
/s/
Masateru Higashida |
|
Name: |
Masateru
Higashida |
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