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 Report (Date of earliest event reported): April 11, 2021
NUZEE,
INC.
(Exact name of registrant as specified in its charter)
| Nevada |
|
001-39338 |
|
38-3849791 |
(State
or other jurisdiction of
incorporation or organization) |
|
(Commission
File No.) |
|
(IRS
Employer
Identification No.) |
1401
Capital Avenue, Suite B, Plano, Texas 75074
(Address of principal executive offices)
(760)
295-2408
(Registrant’s telephone number, including area code)
N/A
(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:
| [ ] |
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)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title of each class | |
Trading Symbol(s) | |
Name of each exchange on which registered |
| Common Stock, $0.00001 par value | |
NUZE | |
The Nasdaq Stock Market LLC |
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 [ ]
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. [ ]
| Item
5.02. |
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers. |
On
April 11, 2021, the Board of Directors (the “Board”) of NuZee, Inc. (the “Company”) determined to increase
the size of the Board from five members to six members and appointed Tracy Ging to fill the resulting vacancy and serve as a member
of the Board, effective immediately. The initial term for Ms. Ging will expire concurrently with the terms of the other members
of the Board at the Company’s 2022 Annual Meeting. Ms. Ging’s committee assignments will be determined at a later
date.
In
connection with her service as director, Ms. Ging will participate in the Company’s customary
non-employee director compensation programs described under “Director Compensation” in the Company’s
proxy statement filed with the Securities and Exchange Commission on January 27, 2021.
There
are no arrangements or understandings between Ms. Ging and any other persons pursuant to which Ms. Ging was appointed to the Board.
Ms. Ging does not have any family relationships with any director or executive officer of the Company or any person nominated
or chosen by the Company to become a director or executive officer of the Company. There are no transactions in which Ms. Ging
has any interest requiring disclosure under Item 404(a) of Regulation S-K.
| Item
7.01. |
Regulation FD Disclosure. |
On
April 12, 2021, the Company issued a press release announcing the appointment of Ms. Ging as a member of the Board. A copy of
the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
As
provided in General Instruction B.2 to Form 8-K, the information furnished in this Item 7.01 shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject
to the liabilities under that Section and shall not be deemed incorporated by reference into any filing under the Securities Act
of 1933, as amended, or the Exchange Act, except as shall be expressly provided by specific reference in such filing.
| Item
9.01. |
Financial
Statements and Exhibits. |
(d)
Exhibits
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:
April 12, 2021 |
By: |
/s/
Shanoop Kothari |
| |
Name: |
Shanoop
Kothari |
| |
Title: |
Vice
President, Chief Financial Officer and Chief Operating Officer |
EXHIBIT
INDEX
