As filed with the Securities and Exchange Commission on July 1, 2020

Registration No. 333-                  

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form S-8

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

NUZEE, INC.

(Exact name of registrant as specified in its charter)

Nevada (State or Other Jurisdiction of Incorporation or Organization)	38-3849791 (I.R.S. Employer Identification No.)
1700 Capital Avenue, Suite 100 Plano, Texas (Address of registrant’s principal executive offices)	75074 (Zip Code)

NuZee, Inc. 2013 Stock Incentive Plan

NuZee, Inc. 2019 Stock Incentive Plan

(Full title of the plans)

Shanoop Kothari

Senior Vice President and Chief Financial Officer

NuZee, Inc.

1700 Capital Avenue, Suite 100

Plano, Texas 75074

(760) 295-2408

(Name, address and telephone number, including area code, of agent for service)

With a copy to:

Alan A. Lanis, Jr., Esq.

Polsinelli PC

2049 Century Park East, 29th Floor

Los Angeles, California 90067

(310) 556-1801

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filero	Accelerated filer x
Non-accelerated filero	Smaller reporting company x
	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 7(a)(2)(B) of the Securities Act.  ☐

CALCULATION OF REGISTRATION FEE

Title of securities  to be registered		Amount to be  registered (1)	Proposed maximum offering price  per share (2)	Proposed maximum aggregate offering price (2)	Amount of registration fee (2)
Common Stock, par value $0.00001 per share		4,959,999(3)	$9.03	$44,788,790.97	$5,814
(1)	This Registration Statement on Form S-8 (this “Registration Statement”) covers an aggregate of 4,975,989 shares of common stock, par value $0.00001 per share (the “Common Stock”), of NuZee, Inc. (the “Registrant”) reserved for issuance under the NuZee, Inc. 2013 Stock Incentive Plan (the “2013 Plan”) and the NuZee, Inc. 2019 Stock Incentive Plan (the “2019 Plan” and, collectively with the 2013 Plan, the “Plans”). Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers an indeterminable number of shares of Common Stock issuable under the Plans, as these amounts may be adjusted as a result of stock splits, stock dividends, antidilution provisions, recapitalizations and similar transactions.
(2)	Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(c) and (h) under the Securities Act. The proposed maximum offering price per share and proposed maximum offering aggregate offering price for the shares of Common Stock registered hereby are calculated on the basis of $9.03 per share, which was the average of the high and low prices of the Registrant’s Common Stock reported by the Nasdaq Capital Market on June 24, 2020.
(3)	The number of shares of Common Stock to be registered under the Plans are as follows: 2013 Plan – 1,626,665 and 2019 Plan – 3,333,334.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information required by Part I of this Registration Statement is omitted in accordance with the provisions of Rule 428 under the Securities Act and the introductory note to Part I of Form S-8. The document(s) containing the information required by this Part I will be sent or given without charge to participants in the Plans in accordance with Rule 428(b)(1) under the Securities Act. Such documents need not be filed with the Securities and Exchange Commission (the “Commission”) either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 promulgated under the Securities Act. These document(s) and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

The Registrant hereby incorporates by reference into this Registration Statement the following documents filed with the Commission:

(1)The Registrant’s Annual Report on Form 10-K/A for the fiscal year ended September 30, 2019, filed with the Commission on December 31, 2019; 

(2)The Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2019, filed with the Commission on February 10, 2020; 

(3)The Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2020, filed with the Commission on May 7, 2020; 

(4)The Registrant’s Current Reports on Form 8-K, filed with the Commission on October 15, 2019, October 28, 2019, January 15, 2020, June 19, 2020 and June 23, 2020; and 

(5)The description of the Registrant’s Common Stock under the caption “Description of Capital Stock” contained in the prospectus forming part of the Registrant's Registration Statement on Form S-1 (File No. 333- 234643), which description has been incorporated by reference in Item 1 of the Registrant’s Registration Statement on Form 8-A (File No. 001-39338) filed pursuant to Section 12(b) of the Exchange Act, on June 17, 2020, including any subsequent amendment or report filed for the purpose of updating such description.  

All reports and other documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) after the date of this Registration Statement but prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. Unless specifically stated to the contrary, none of the information that the Registrant discloses under Items 2.02 or 7.01 of any Current Report on Form 8-K that the Registrant has or may from time to time furnish to the Commission will be incorporated by reference into, or otherwise be included in, this Registration Statement.

Any statement contained in a document incorporated or deemed incorporated by reference herein shall be deemed modified or superseded for purposes of this registration statement to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.

ITEM 4. DESCRIPTION OF SECURITIES. 

Not applicable.

ITEM 5.           INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

ITEM 6.           INDEMNIFICATION.

The Registrant’s Articles of Incorporation, as amended, and Second Amended and Restated Bylaws provide that, to the fullest extent permitted by the laws of the State of Nevada, any person who was or is a party or is threatened to be made a party to any proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was a director, trustee, officer, employee or agent of the Registrant or is or was serving at the request of the Registrant as a director, trustee, officer, employee or agent of another corporation, partnership, joint venture, trust, or other enterprise. For the avoidance of doubt, the foregoing indemnification obligation includes, without limitation, claims for monetary damages against an indemnitee to the fullest extent permitted under Chapter 78 of the Nevada Revised Statutes as in existence on the date hereof.

The indemnification provided shall be from and against expenses (including attorneys’ fees), judgment, fines and amounts paid in settlement actually and reasonably incurred by such indemnified person in connection with such action, suit or proceeding if such indemnified person acted in good faith and in a manner such person reasonably believed to be  in or not opposed to the best interests of the Registrant, and with respect to any criminal action or proceeding, had no reasonable cause to believe such indemnified person’s conduct was unlawful.

In the case of any threatened, pending or completed action or suit by or in the right of the Registrant to procure a judgment in its favor by reason of the fact that such indemnified person is or was a director, trustee, officer, employee or agent of the Registrant, or is or was serving at the request of the Registrant as a director, trustee, officer, employee or agent of another corporation, partnership, joint venture, trust, or other enterprise, no indemnification shall be made in respect of any claim, issue or matter as to which the indemnified person shall have been adjudged to be liable for gross negligence or willful misconduct in the performance of such indemnified person’s duty to the Registrant unless, and only to the extent that, the court in which such action or suit was brought shall determine upon application that, despite circumstances of the case, such indemnified person is fairly and reasonably entitled to indemnity for such expenses as such court shall deem proper.

The termination of any action or suit by judgment or settlement shall not, of itself, create a presumption that the person did not act in good faith and in a manner which such person reasonably believed to be in or not opposed to the best interests of the Registrant.

To the extent that indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the Registrant pursuant to the foregoing provisions, the Registrant has been informed that, in the opinion of the Commission, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. If a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by any of the Registrant’s directors, officers or controlling persons in connection with the securities being registered, the Registrant will, unless in the opinion of counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by the Registrant is against public policy as expressed in the Securities Act and will be governed by the final adjudication of that issue.

ITEM 7.           EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8. EXHIBITS.

The following exhibits are filed with or incorporated by reference into this Registration Statement:

Exhibit Number	Exhibit Description
4.1	Articles of Incorporation of the Registrant, dated July 15, 2011 (incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form S-1 filed on September 6, 2011, SEC File Number 333-176684)
4.2	Certificate of Amendment to Articles of Incorporation of the Registrant, dated May 6, 2013 (incorporated by reference to Exhibit 3.01(b) to the Registrant’s Current Report on Form 8-K filed on April 25, 2013, SEC File Number 333-176684)
4.3	Certificate of Amendment to Articles of Incorporation of the Registrant, dated October 28, 2019 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on October 28, 2019, SEC File Number 000-55157)
4.4	Second Amended and Restated Bylaws of the Registrant, dated April 22, 2016 (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on April 28, 2016, SEC File Number 000-55157)
5.1*	Opinion of Polsinelli PC
23.1*	Consent of MaloneBailey, LLP
23.2*	Consent of Polsinelli PC (included in Exhibit 5.1)
99.1	NuZee, Inc. 2013 Stock Incentive Plan (incorporated by reference to Exhibit 10.4 to the Registrant’s Registration Statement on Form S-1 filed on November 12, 2019, SEC File Number 333-234643)
99.2	NuZee, Inc. 2019 Stock Incentive Plan (incorporated by reference to Exhibit 10.5 to the Registrant’s Registration Statement on Form S-1 filed on November 12, 2019, SEC File Number 333-234643

*Filed herewith.

ITEM 9. UNDERTAKINGS.

(a)The undersigned Registrant hereby undertakes: 

(1)To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: 

(i)To include any prospectus required by Section 10(a)(3) of the Securities Act; 

(ii)To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end  

of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and

(iii)To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; 

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

(2)That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 

(3)To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. 

(b)The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 

(c)Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Plano, State of Texas, on the 1st day of July, 2020.

NUZEE, INC.
By:	/s/ Masateru Higashida
	Name:	Masateru Higashida
	Title:	Chief Executive Officer (Principal Executive Officer), Secretary, Treasurer, and Director

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Masateru Higashida		July 1, 2020
Masateru Higashida	Chief Executive Officer (Principal Executive Officer), Secretary, Treasurer, and Director
/s/ Shanoop Kothari		July 1, 2020
Shanoop Kothari	Senior Vice President, Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) and Director
/s/ Kevin J. Conner		July 1, 2020
Kevin J. Conner	Director
/s/ J. Chris Jones		July 1, 2020
J. Chris Jones	Director
/s/ Allen S. Morton		July 1, 2020
Allen S. Morton	Director