UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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EXPLANATORY NOTE
This 8-K/A is being filed to disclose the April 9, 2024 letter from Nasdaq granting an extension of time to regain compliance with Nasdaq Listing Rule 5550(b) until June 14, 2024.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On January 23, 2024, NuZee, Inc. (the “Company”) received notice (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) advising the Company that it is not in compliance with the minimum stockholders’ equity requirement for continued listing on The Nasdaq Capital Market. Nasdaq Listing Rule 5550(b)(1) requires companies listed on The Nasdaq Capital Market to maintain stockholders’ equity of at least $2,500,000 (the “Stockholders’ Equity Requirement).
Pursuant to the Notice, Nasdaq gave the Company 45 calendar days to submit to Nasdaq a plan to regain compliance. The Company timely submitted its plan.
On April 9, 2024, the Company received a letter from Nasdaq under which it stated that based on the Company’s plan submission that Nasdaq has determined to grant the Company an extension of time to regain compliance with Nasdaq Listing Rule 5550(b) until June 14, 2024 (the “Extension Letter”). The Company must furnish to the SEC and Nasdaq a publicly available report (e.g. a Form 8-K) which report, among other things, includes a description of the completed transaction or event that enabled the Company to satisfy the stockholders’ equity requirement for continued listing. After filing the publicly available report described above, if the Company fails to evidence compliance upon filing its periodic report for June 30, 2024 (or the periodic report for September 30, 2024, if Nasdaq determines to provide a further extension), the Company may be subject to delisting. In the event the Company does not satisfy these terms, Nasdaq will provide written notification that its securities will be delisted. At that time, the Company may appeal Nasdaq’s determination to a Listing Qualifications Panel.
On April 11, 2024, the Company issued a press release disclosing receipt of the Extension Letter. A copy of the press release is set forth in Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. | Exhibit | |
| 99.1 | Press Release, dated April 11, 2024. | |
| 104 | Cover Page Interactive Data File (embedded within the XBRL document). |
SIGNATURES
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 hereunto duly authorized.
| Date: April 11, 2024 | NUZEE, INC. |
| /s/ Randell Weaver | |
| Randell Weaver | |
| President, Chief Financial Officer, and Chief Operating Officer |