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 earliest event reported): May 7, 2019
NUZEE, INC. | ||||||
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Nevada | 000-55157 (Commission File #) | 38-3849791 (IRS Employer Identification No.) | ||||
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2865 Scott Street, Suite 107, Vista, California 92081 | ||||||
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(760) 295-2408 | ||||||
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Not Applicable (Former name or former address, if changed since last report) | ||||||
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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: | ||||||
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o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
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| Securities registered pursuant to Section 12(b) of the Act: | |||||
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | |||
| None | n/a | n/a | |||
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| 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 | o | ||||
| 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. | o |
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Item 3.02 Unregistered Sales of Equity Securities.
During the period May 7, 2019 to July 25, 2019, we sold 696,797 shares of our common stock at $5.85 per share, for an aggregate purchase price of $4,076,262. These proceeds will be used for general business operations.
All of the investors were non-U.S. persons (as that term is defined in Regulation S under the Securities Act of 1933, as amended) or accredited investors (as that term is defined in Regulation D under the Securities Act of 1933, as amended) and those investors purchased in transactions outside of the United States or exempt from the registration requirements of Securities Act pursuant to Rule 506, respectively. In issuing shares to those investors, we relied on the exemptions from the registration requirements provided for in Regulation S, Reg D and/or Section 4(2) of the Securities Act of 1933, as amended.
This Report does not constitute an offer to sell or the solicitation of an offer to buy any security. The securities described herein have not been registered under the Securities Act or applicable state securities laws and may not be offered or sold in the United States or any state thereof absent registration under the Securities Act and applicable state securities laws or an applicable exemption from registration requirements.
Item 7.01Regulation FD Disclosure.
On August6, 2019, the Company issued the press release furnished herewith as Exhibit 99.1 announcing the sales described in Item 3.02.
Item 9.01Financial Statements and Exhibits
EXHIBIT NO. | DESCRIPTION
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Cautionary Note Regarding Forward-Looking Statements
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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: August6, 2019By: /s/ Shanoop Kothari
Shanoop Kothari, CFO
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