Exhibit 4.1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
The information provided in Item 3.02 of this Current Report on Form 8-K is hereby incorporated by reference in this Item 1.01.
Item 3.02. Unregistered Sales of Equity Securities.
NuZee, Inc. (the “Company”), is providing this disclosure under Item 3.02 because, as of November 9, 2023, its unregistered sales of equity securities, in the aggregate, exceeded 5% of the shares of its common stock, par value $0.00001 per share (the “Common Stock”), outstanding as of August 11, 2023.
Private Placement of Shares of Common Stock and Warrants
On November 9, 2023, the Company issued in a private placement to an accredited investor (“Shareholder”) 46,800 shares of Common Stock, together with warrants to purchase a total of approximately 5,200 shares of Common Stock at an exercise price of $2.77 per share (collectively, the “Subscription Shares”) in accordance with the terms of a Subscription Agreement (the “Subscription Agreement”) and common stock purchase warrant (“Warrant Agreement”). The warrants have a five year term and are exercisable upon the six-month anniversary of the original issuance date. The Subscription Shares were issued with a purchase price of $129,636.
The foregoing descriptions of the Subscription Agreement and Warrant Agreement are not complete and are subject to and qualified in their entirety by reference to the Subscription Agreement and Warrant Agreement, which are filed with this Current Report on Form 8-K as Exhibit 10.1 and Exhibit 4.1, respectively, and the terms of which are incorporated by reference herein.
The Subscription Agreement attached hereto is not intended to provide any other information about the Company or the Shareholder and their respective affiliates. The representations, warranties and covenants contained in the Subscription Agreement were made only for purposes of that agreement, are solely for the benefit of the parties to the Subscription Agreement and may be subject to limitations agreed upon by the contracting parties. Persons other than the parties to the Subscription Agreement should not rely on the representations, warranties or covenants or any description thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of representations and warranties may change after the date of the Subscription Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.
The Subscription Shares issued pursuant to the Subscription Agreement were not registered under the Securities Act of 1933, as amended (the “Securities Act”), and were issued in reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities Act.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit | Description | |
| 4.1 | Common Stock Purchase Warrant. | |
| 10.1 | Subscription Agreement. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: November 15, 2023 | By: | /s/ Randell Weaver |
| Name: | Randell Weaver | |
| Title: | Chief Financial Officer |
Exhibit 4.1
Exhibit 10.1
