Current Report Filing (8-k)
August 05 2022 - 5:04PM
Edgar (US Regulatory)
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0001527613
2022-08-05
2022-08-05
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xbrli:shares
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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 5, 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
1.02 |
Termination
of a Material Definitive Agreement |
On
August 5, 2022, NuZee, Inc. (the “Company”) terminated its Equity Distribution Agreement, dated December 28, 2021 (the “ATM
Agreement”), with Maxim Group LLC (the “Agent”), pursuant to which the Company could from time to time offer and sell
up to an aggregate of $20.0 million of shares of its common stock, subject to any applicable limits when using Form S-3, through
the Agent in “at-the-market-offerings” (the “ATM Program”), as defined in Rule 415 under the Securities Act of
1933, as amended. Prior to termination, the Company
issued and sold 49,326 shares of its common stock under the ATM Agreement, raising net proceeds of $95,256. The Company
terminated the ATM Agreement because it does not intend to raise additional capital through the ATM Program.
The
foregoing description of the ATM Agreement is not complete and is qualified in its entirety by reference to the full text of the ATM
Agreement, a copy of which was filed as Exhibit 1.1 to the Company’s Current Report on Form 8-K (File No. 001-39338) filed with
the Securities and Exchange Commission on December 28, 2021 and incorporated herein by reference.
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:
August 5, 2022 |
By: |
/s/
Patrick Shearer |
|
Name: |
Patrick
Shearer |
|
Title: |
Chief
Financial Officer |
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