VISTA,
Calif., May 2, 2024 /PRNewswire/ -- NuZee,
Inc. (NASDAQ: NUZE), a leading coffee co-packing and technology
company (the "Company"), today announced that on April 27, 2024 it entered into a convertible note
and warrant purchase agreement (the "Purchase Agreement") with
certain investors, providing for the sale of $320,000 aggregate principal amount of
convertible promissory notes and accompanying warrants to purchase
up to an additional 221,147 shares of common stock in a private
placement transaction. The private placement closed on May 2, 2024. In connection with the closing of
the private placement, Nobu Kurita
resigned from the Company's Board of Directors and an individual
jointly designated by the investors, Changzheng Ye, was appointed to fill the newly
created vacancy.
The notes will bear interest at a rate of 7.0% per year, mature
one year after issuance, and may be converted any time prior to
maturity by the holder into shares of the Company's common stock at
a conversion price of $1.447 per
share, subject to customary adjustments for stock splits, stock
dividends and recapitalizations.
Each purchaser of the convertible notes receives warrants to
purchase 100% of the number of shares of common stock into which
such purchaser's note is initially convertible. The warrants will
be immediately exercisable, have an exercise price of $1.322 per share and expire two years after
issuance.
The transaction, including the conversion price of the
convertible notes and the exercise price of the warrants, was
priced pursuant to Nasdaq's "Minimum Price" requirements under
Nasdaq Listing Rule 5635(d).
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy these securities, nor shall there
be any sale of these securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of any such
jurisdiction.
About NuZee
NuZee, Inc., (NASDAQ: NUZE), is a leading co-packing company for
single-serve coffee formats that partners with companies to help
them expand within the single-serve and private label coffee
category. Providing end-to-end innovative and sustainable solutions
with the flexibility and capacity for both small roasters and large
global brands, NuZee is revolutionizing the way single-serve coffee
is enjoyed in the U.S. Through the brand's unique process, NuZee
fulfills every aspect of co-packing needs, from sourcing, roasting
and blending, to packing and packaging.
Forward-Looking Statements
This press release contains forward-looking statements that are
made pursuant to the safe harbor provisions within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. These
forward-looking statements include, but are not limited to, NuZee's
beliefs, plans, goals, objectives, expectations, assumptions,
estimates, intentions, future performance, other statements that
are not historical facts and statements identified by words such as
"expects", "anticipates", "intends", "plans", "believes", "seeks",
"estimates" or words of similar meaning. NuZee cautions you that
such statements are simply predictions and actual events or results
may differ materially. These statements reflect NuZee's current
expectations and NuZee does not undertake to update or revise these
forward-looking statements except as required by law, even if
experience or future changes make it clear that any projected
results expressed or implied in this or other NuZee statements will
not be realized. Further, these statements involve risks and
uncertainties, many of which are beyond NuZee's control, which
could cause actual results to differ materially from the
forward-looking statements. Statements related to, among other
things, the consummation of the offering of convertible notes and
warrants and the anticipated benefits and the use of the proceeds
thereof constitute forward-looking statements. These risks and
uncertainties, many of which are beyond our control, include:
NuZee's plan to obtain funding for its operations, including
funding necessary to develop, manufacture and commercialize its
products; general market acceptance of and demand for NuZee's
products; and NuZee's commercialization, marketing and
manufacturing capabilities and strategy; for description of
additional factors that may cause NuZee's actual results,
performance or expectations to differ from any forward looking
statements, please review the information set forth in the 'Risk
Factors' and "Management's Discussion and Analysis of Financial
Condition and Results of Operations" sections of NuZee's public
reports and NuZee's other filings made with the SEC.
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SOURCE NuZee, Inc.