0001127855-16-000728.txt : 20160809 0001127855-16-000728.hdr.sgml : 20160809 20160809161740 ACCESSION NUMBER: 0001127855-16-000728 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160715 ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20160809 DATE AS OF CHANGE: 20160809 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NuZee, Inc. CENTRAL INDEX KEY: 0001527613 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS RETAIL [5900] IRS NUMBER: 383849791 FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-55157 FILM NUMBER: 161818153 BUSINESS ADDRESS: STREET 1: 2865 SCOTT STREET STREET 2: SUITE 101 CITY: VISTA STATE: CA ZIP: 92081 BUSINESS PHONE: 858-385-9090 MAIL ADDRESS: STREET 1: 2865 SCOTT STREET STREET 2: SUITE 101 CITY: VISTA STATE: CA ZIP: 92081 FORMER COMPANY: FORMER CONFORMED NAME: Havana Furnishings Inc. DATE OF NAME CHANGE: 20110815 FORMER COMPANY: FORMER CONFORMED NAME: Havanna Furnishings Inc. DATE OF NAME CHANGE: 20110809 8-K 1 nuzee8k071516.htm NUZEE 8K, 07.15.16
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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):

July 15, 2016
 

NuZee, Inc.
(Exact name of registrant as specified in its charter)

Nevada
 
333-176684
 
38-3849791
(State or other jurisdiction
of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)

2865 Scott Street, Suite 101
Vista, California 92081
 (Address of principal executive offices, including zip code)

  (858) 549-6893 or toll-free 855-936-8933
 (Registrant's telephone number, including area code)
 
 
(Former name or former address, if changed since last report.)

Copies to:
Karen A. Batcher, Esq.
Teeple Hall, LLP
9255 Towne Centre Drive, Suite 500
San Diego, CA  92121
Tel.  858.622.7878
Fax.  858.622.0411 
 
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 (see General Instruction A.2. below):

☐   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))
 
 


ITEM 3.02       UNREGISTERED SALES OF EQUITY SECURITIES
 
On July 15, 2016, we completed a private offering of 90,000 shares of our Common Stock at a price of $0.80 per share to 8 separate investors, for a total of $72,000.
 
Seven investors were non-U.S. persons (as that term is defined in Regulation S of the Securities Act of 1933, as amended) and those investors purchased in transactions outside of the United States.  In issuing shares to those investors we relied on the exemptions from the registration requirements provided for in Regulation S and/or Section 4(2) of the Securities Act of 1933, as amended.
 
One investor was a U.S. person and in issuing shares to this investor we relied on the registration exemption provided for in Rule 506 of Regulation D and/or Section 4(2) of the Securities Act of 1933, as amended.
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


NUZEE, INC.

Date:        July 27, 2016     
 
 
 
By:
/s/ Masa Higashida
  
   
Masa Higashida, President