UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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):

May 15, 2017
 

 
NuZee, Inc.
(Exact name of registrant as specified in its charter)
 

Nevada
 
333-176684
 
38-3849791
(State or other jurisdiction of incorporation)
 
(Commission File Number)
 
(IRS Employer
Identification No.)

2865 Scott Street, Suite 101
Vista, California 92081
 (Address of principal executive offices, including zip code)

    (760)-295-2408
 (Registrant's telephone number, including area code)
 


(Former name or former address, if changed since last report.)

Copies to:
Karen A. Batcher, Esq.
Teeple Hall, LLP
9255 Towne Centre Drive, Suite 500
San Diego, CA  92121
Tel.  858.622.7878
Fax.    858.622.0411 
 
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 (see General Instruction A.2. below):

☐   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))




ITEM 3.02     UNREGISTERED SALES OF EQUITY SECURITIES
 
On May 15, 2017, we completed a private offering of 408,271 shares of our Treasury Stock at a price of $0.51 per share to 13 separate individual investors  for  total proceeds of $208,218.
 
On May 15, 2017, one lender of the Company converted a $100,000 short-term loan to 196,078 shares of the Company's Common Stock at the price of $0.51 per share pursuant to the terms of a convertible promissory note.
 
All of the investors were non-U.S. persons (as that term is defined in Regulation S of the Securities Act of 1933, as amended) and those investors purchased in transactions outside of the United States.  In issuing shares to those investors we relied on the exemptions from the registration requirements provided for in Regulation S and/or Section 4(2) of the Securities Act of 1933, as amended.
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


NUZEE, INC.

Date:       May 19, 2017    

 
 
By:  
/s/ Masateru Higashida
 
 
Masateru Higashida, President