NuZee, Inc. Announces Completion of Private Placement of Convertible Note and Warrants

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.

SOURCE NuZee, Inc.