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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): October 18, 2024

 

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.)

 

6107, 6th Floor, Building C4, No.1 Huangchang West Road,

Dougezhuang, Chaoyang District, Beijing

(Address of principal executive offices)

 

+ 86 18518579917

(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 October 18, 2024, the holders of warrants issued by NuZee, Inc. (the “Company”) exercised its cashless option to purchase an aggregate of 55,973 shares of the Company’s common stock pursuant to warrants issued by the Company. Such warrants were previously issued pursuant to the convertible note and warrant purchase agreement dated April 27, 2024, as disclosed in the current report of the Company on Form 8-K filed with the SEC on May 2, 2024. In connection with such cashless exercise, the Company will not receive any cash proceeds. The number of shares of the Company’s common stock outstanding immediately after giving effect to these exercises was 8,542,987. 

 

The shares of common stock issuable upon exercise of such warrants were registered under a registration statement filed by the Company on Form S-1 (File No. 333-280251), which was declared effective by the U.S. SEC on July 1, 2024.

 

 
 

 

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: October 23, 2024 By: /s/ Jianshuang Wang
  Name: Jianshuang Wang
  Title: Chief Executive Officer

 

 

 

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Oct. 18, 2024
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Document Type 8-K
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Document Period End Date Oct. 18, 2024
Entity File Number 001-39338
Entity Registrant Name NUZEE, INC.
Entity Central Index Key 0001527613
Entity Tax Identification Number 38-3849791
Entity Incorporation, State or Country Code NV
Entity Address, Address Line One 6107, 6th Floor, Building C4
Entity Address, Address Line Two No.1 Huangchang West Road
Entity Address, Address Line Three Dougezhuang
Entity Address, City or Town Chaoyang District
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Local Phone Number 18518579917
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Title of 12(b) Security Common Stock, $0.00001 par value
Trading Symbol NUZE
Security Exchange Name NASDAQ
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