8-K

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): January 23, 2019

NUZEE, INC. (Exact name of registrant as specified in its charter)
Nevada (State or other jurisdiction of incorporation or organization		000-55157 (Commission File #)	38-3849791 (IRS Employer Identification No.)
2865 Scott Street, Suite 107, Vista, California 92081 (Address of principal executive offices)
(760) 295-2408 (Registrant's telephone number, including area code)
Not Applicable (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:
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))
	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 1.02 Termination of a Material Definitive Agreement.

On January 23, 2019, we terminated the Commercial Contract of Sale (the "Agreement") for the purchase of a building located in Irving, Texas that we entered on December 5, 2018.  Details of the Agreement were reported in our Current Report on Form 8-K filed on December 11, 2018.  We expect that all but $100.00 of our deposit will be returned.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 11, 2019, NuZee, Inc. (the “Company”) appointed Shanoop Kothari as the Company’s Senior Vice President and Chief Financial Officer, to be effective February 12, 2019.

Mr. Kothari, 46 joins NuZee from B. Riley FBR, where he was Senior Managing Director and Head of E&P investment banking.  Prior to that, he was CFO of Endicott Biofuels and its subsidiary, Sabine Biofuels and spent eight years at Credit Suisse in the energy investment banking group.  Mr. Kothari also held positions of increasing responsibility, including Interim CFO, at BindView Development, a global provider of IT security compliance software prior its acquisition by Symantec Corporation in 2005.  He managed the worldwide finance and accounting group at BindView, led the company’s initial public offering and subsequent equity offerings, and completed several acquisitions.   Mr. Kothari started his career in public accounting with PriceWaterhouse, where he was a Senior Auditor.

Mr. Kothari holds a BA (Honors) in Accounting from Southern Methodist University and an MBA (High Honors) from Rice University.  He is a licensed CPA / CIA and possesses Series 7 / 24 licenses.

The Company and Mr. Kothari have entered into an Employment Agreement, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by this reference.  The Employment Agreement provides for an annual base salary of $150,000, increasing to $225,000 on July 1, 2019 and an annual bonus in the sole discretion of the Company, which will be capped at $75,000 for 2019.  The term of the Employment Agreement runs until December 31, 2019.  During the term of the Employment Agreement, the Company can terminate Mr. Kothari for cause, as defined in the Employment Agreement, without notice, and can terminate him without cause on 14 days’ notice.  Mr. Kothari may terminate at any time on 30 days’ notice to the Company.

Not later than April 1, 2019, the Company will grant Mr. Kothari options to purchase 600,000 shares of the Company’s common stock with an exercise price equal to the fair market value at the time of grant.  Such options, subject to Mr. Kothari’s continued employment shall vest as follows: (a) 100,000 options upon the Company’s completion of sales of $15 million of its equity securities in capital raising transactions on or before December 31, 2019; (b) 50,000 options upon the Company’s completion of sales of $2 million of its equity securities in capital raising transactions to US investors on or before December 31, 2019; (c) 50,000 options upon the Company’s completion of a strategic acquisition of a business with a purchase price of not less than $25 million; and (d) 400,000 shares shall vest upon the Company’s listing on any tier of the Nasdaq Stock Market on or before December 31, 2020.

The foregoing description of the Employment Agreement is a summary of, and does not purport to be a complete statement of, the Agreement or the rights and obligations of the parties thereunder, and is qualified in its entirety by reference to the full text of the Employment Agreement.

Item 9.01          Financial Statements and Exhibits

EXHIBIT NO.	DESCRIPTION
99.1	Press Release re Shanoop Kothari dated February 12, 2019

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Cautionary Note Regarding Forward-Looking Statements

This current report on Form 8-K includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act of 1934. Forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be beyond our control. We caution you that the forward-looking information presented in this current report is not a guarantee of future events, and that actual events and results may differ materially from those made in or suggested by the forward-looking information contained in this current report. In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “plan,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe” or “continue” or the negative thereof or variations thereon or similar terminology. A number of important factors could cause actual events and results to differ materially from those contained in or implied by the forward-looking statements, including our ability to obtain third party financing and those risk factors set forth in our 2018 Annual Report on Form10-K. Any forward-looking information presented herein is made only as of the date of this current report, and we do not undertake any obligation to update or revise any forward-looking information to reflect changes in assumptions, the occurrence of unanticipated events, or otherwise.

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: February 14, 2019By:  /s/ Masateru Higashida 

      Masateru Higashida, President  

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EX-99.1

 

FOR IMMEDIATE RELEASE

NUZEE (d/b/a/ COFFEE BLENDERS®) APPOINTS SHANOOP KOTHARI
AS CHIEF FINANCIAL OFFICER

VISTA, CA – February 14, 2019 -- NuZee, Inc. (OTCQB: NUZE) (“NuZee” or “the Company”), a specialty coffee company and a leading U.S. single serve pour over coffee producer and co-packer that wants to revolutionize the way coffee is enjoyed in America, announced today the appointment of Shanoop Kothari as Senior Vice President and Chief Financial Officer, effective today.  

“Shanoop has nearly 25 years of experience and an extensive background in financial planning, strategy, operations, and capital markets,” said Masa Higashida, NuZee’s Chief Executive Officer.  “We believe that his background in working with growing companies makes him an ideal fit for this role, and that his vision and counsel will help support the ongoing expansion of our co-packing business for regional and global coffee brands.” 

Mr. Kothari joins NuZee from B. Riley FBR, where he was Senior Managing Director and Head of E&P investment banking.  Prior to that, he was CFO of Endicott Biofuels and its subsidiary, Sabine Biofuels and spent seven years at Credit Suisse in the energy investment banking group.  Mr. Kothari also held positions of increasing responsibility, including Interim CFO, at BindView Development, a global provider of IT security compliance software prior its acquisition by Symantec Corporation in 2005.  He managed the worldwide finance and accounting group at BindView, led the company’s initial public offering and subsequent equity offerings, and completed several acquisitions.   Mr. Kothari started his career in public accounting with PriceWaterhouse, where he was a Senior Auditor.

Mr. Kothari holds a BA (Honors) in Accounting from Southern Methodist University and an MBA (High Honors) from Rice University. He is a licensed CPA / CIA and possesses Series 7 / 24 licenses.

“Shanoop is joining NuZee at a critical time in our development,” said Travis Gorney, NuZee’s President and COO.  “We believe that our Drip Cup, pour over coffee pouch is helping to revolutionize the way Americans can enjoy their coffee by offering craft quality product with

anywhere convenience. With his varied and distinct level of experience, we have every confidence that Shanoop will help guide NuZee’s financial future and manage our growing business.”

“I am honored and excited to take on this new role and look forward to supporting NuZee’s growth and evolution,” said Mr. Kothari.  

Learn more about NuZee’s co-packing capabilities at http://pourovercopacking.com.

Update on Expansion Activities

On December 5, 2018, NuZee entered into an agreement to acquire a facility in Irving, Texas for the purpose of expanding its manufacturing and distribution capabilities, as well as, over time, vertically-integrating certain aspects of its operations.  On January 23, 2019, the Company exercised its option to cancel the purchase of the facility with the return of substantially all the initial $30,000 deposit.   

Mr. Kothari will help lead NuZee’s exploration of opportunities that further expand its operations and geographic footprint, both organically and via acquisition.

About NuZee and Coffee Blenders

NuZee, Inc. (d/b/a Coffee Blenders®) is a pioneer in functional coffee, offering gourmet specialty grade coffee in convenient single serve cups using only natural ingredients with clinically supported nutraceuticals.   Coffee Blenders also manufactures and sells in the United States its Drip Cup line of single serve, pour-over functional coffees, including Lean Cup® (for weight loss), Think Cup® (for cognitive performance), Relax Cup® (for stress reduction), Active Cup® (for a pre-workout boost of energy), Nude Cup® (100% Arabica coffee with no function), and Matcha Cup tea, ready-to-drink (RTD) gourmet, functional, cold brew coffee, and a Whole Bean coffee line.  For more information on Coffee Blenders, please visit: http://www.coffeeblenders.com.

Forward Looking Statements

Any statements that are not historical facts contained in this release are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements with respect to our beliefs, plans, objectives, goals, expectations, anticipations, assumptions, estimates, intentions, and future performance, and involve known and unknown risks, uncertainties and other factors, which may be beyond our control, and which may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. All statements other than statements of historical fact are statements that could be forward-looking statements. We have based these forward-looking statements upon information available to management as of the date of this release and management's expectations and projections about certain future events. It is possible that the assumptions made by management for purposes of such statements may not materialize. Such

statements may involve risks and uncertainties, including but not limited to those relating to the Company’s ability to increase production, product demand, pricing, market acceptance, the effect of economic conditions, intellectual property rights, the outcome of competitive products, risks in product development, and other factors discussed from time to time in the Company's Securities and Exchange Commission filings. The Company undertakes no obligation to update or revise any forward-looking statement for events or circumstances after the date on which such statement is made.

FOR ADDITIONAL INFORMATION PLEASE CONTACT:

At NuZee: Investor Relations: 

Travis GorneyDevin Sullivan 

President & COOSenior Vice President  

Coffee Blenders The Equity Group Inc. 

(760) 842-5522(212) 836-9608 

travis@coffeeblenders.comdsullivan@equityny.com 

Shanoop Kothari 

SVP and Chief Financial Officer 

(713) 530-7688 

shanoop@coffeeblenders.com 

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