CIMG Inc 8-K, filed Nov 24, 2020
CIMG Inc. (CIMG)
About this 8-K
CIMG Inc filed this 8-K on November 24, 2020, reporting on events of November 18, 2020.
Items reported
- Item 3.02: Unregistered sale of equity
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Item 3.02 Unregistered Sales of Equity Securities.
On November 18, 2020, NuZee, Inc. (the “Company”) sold 252,004 shares of the Company’s common stock at $9.14 per share, for an aggregate purchase price of approximately $2.3 million (the “Offering”). The Company intends to use the proceeds from the Offering for working capital and general corporate purposes.
All of the investors were non-U.S. persons (as that term is defined in Regulation S under the Securities Act of 1933, as amended (the “Securities Act”)) or accredited investors (as that term is defined in Regulation D under the Securities Act) and those investors purchased in transactions outside of the United States or exempt from the registration requirements of the Securities Act pursuant to Rule 506(b) promulgated thereunder, respectively. In issuing shares to those investors, the Company relied on the exemptions from the registration requirements of the Securities Act provided for in Regulation S, Regulation D and/or Section 4(a)(2) of the Securities Act.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any security, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The securities described herein have not been registered under the Securities Act or applicable state securities laws and may not be offered or sold in the United States or any state thereof absent registration under the Securities Act and applicable state securities laws or an applicable exemption from registration requirements.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be beyond the Company’s control. The Company cautions that the forward-looking information presented in this Current Report, including, but not limited to, statements about the expected net proceeds to be received by the Company, is not a guarantee of future events, and that actual events and results may differ materially from those made in or suggested by the forward-looking information contained in this Current Report. In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “plan,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe” or “continue” or the negative thereof or variations thereon or similar terminology. A number of important factors could cause actual events and results to differ materially from those contained in or implied by the forward-looking statements, including those risk factors set forth in the Company’s filings with the Securities and Exchange Commission, including the most recent Annual Report on Form 10-K. Any forward-looking information presented herein is made only as of the date of this Current Report, and the Company does not undertake any obligation to update or revise any forward-looking information to reflect changes in assumptions, the occurrence of unanticipated events or otherwise.
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: November 24, 2020 | By: | /s/ Shanoop Kothari | |
| Name: | Shanoop Kothari | ||
| Title: | Vice President, Chief Financial Officer and Chief Operating Officer | ||